Wang On Group Limited — Capital/Financing Update 2003

Sep 22, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wang On Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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WANG ON GROUP LIMITED

(incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

PLACEMENT OF

3.8% CONVERTIBLE NOTES DUE ON 8 JULY 2005 AND 2% CONVERTIBLE NOTES DUE ON 19 AUGUST 2006 EACH ISSUED BY WAI YUEN TONG MEDICINE HOLDINGS LIMITED

22 September 2003

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Principal terms of the Placing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Principal terms of the Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Reasons for the Placing and the grant of Options . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Financial effect of the Placing and the grant of Options
on Wang On Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“Agreement”	means the agreement entered into between Wang
	On and the Placing Agent dated 29 August 2003
	in respect of the Placing and the grant of the
	Options;
“Business Day”	means a day (other than a Saturday) on which
	banks are open for business in Hong Kong;
“Completion Announcement”	means the announcement dated 3 September 2003
	jointly made by Wang On and WYT Holdings in
	relation to, amongst other things, the completion
	of the Placing;
“Directors”	means directors of Wang On;
“HK$”	means Hong Kong Dollars, the lawful currency of
	Hong Kong;
“Hong Kong”	means the Hong Kong Special Administrative
	Region of the People’s Republic of China;
“Latest Practicable Date”	means 19 September 2003, being the latest
	practicable date prior to the printing of this circular
	for ascertaining certain information contained
	herein;
“Listing Rules”	means the Rules Governing the Listing of
	Securities on the Stock Exchange;
“Option(s)”	means 198 options, each with a denomination of
	the principal amount of HK$500,000, in respect
	of the Option Notes, granted by Rich Time entitling
	the holders thereof, upon full exercise of the
	Options, to require Rich Time to sell the Option
	Notes to the holders in an aggregate principal
	amount of up to HK$99,000,000 subject to the
	terms of the Agreement;

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DEFINITIONS

“Option Certificate(s)”	means the certificate(s) issued by Rich Time to
	the Placee(s) for the Option(s);
“Option Notes”	means such part(s) of the WYT 05 Convertible
	Notes and/or WYT 06 Convertible Notes in the
	aggregate principal amount of HK$99,000,000 (the
	combination of which as determined by Wang On
	in its absolute discretion) which are the subject of
	the Options, and which Rich Time is required to
	sell to the holders of the Options upon the exercise
	of the Options with the benefits of, and subject to,
	the terms and conditions relating thereto and
	attached to the Option Certificates (or any part of
	such notes);
“Placee(s)”	means such professional, institutional and/or
	individual investor(s) procured by the Placing
	Agent to take up the Placing Convertible Notes in
	accordance with the Agreement;
“Placing”	means the offer, by way of a private placing, of
	the Placing Convertible Notes to the Placees on
	and subject to the terms and conditions set out in
	the Agreement;
“Placing Agent”	means Kingsway SW Securities Limited, a deemed
	licensed corporation for types 1, 4, 6, 7 and 9
	regulated activities under the SFO;
“Placing Announcement”	means the announcement dated 1 September 2003
	jointly made by Wang On and WYT Holdings in
	relation to, amongst other things, the Placing;
“Placing Convertible Notes”	means such part(s) of the WYT 05 Convertibles
	Notes and/or the WYT 06 Convertibles Notes (the
	combination of which as determined by Wang On
	in its absolute discretion) in the aggregate principal
	amount of HK$33,000,000 placed by or on behalf
	of the Placing Agent pursuant to the Agreement;
“Rich Time”	means Rich Time Strategy Limited, a company
	incorporated in the British Virgin Islands and a
	wholly-owned subsidiary of Wang On;

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DEFINITIONS

“Share Options” means the options to subscribe for shares of Wang On granted under the Share Option Scheme; “Share Option Scheme” means a share option scheme adopted by Wang On on 6 February, 1995 which was subsequently terminated on 3rd May, 2002; “Stock Exchange” means The Stock Exchange of Hong Kong Limited; “SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Town Health Group” means Town Health International Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Growth Enterprise Market of the Stock Exchange, and its subsidiaries; “Wang On” means Wang On Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange; “Wang On Group” means Wang On and its subsidiaries; “WYT 05 Convertible Notes” means the 3.8% convertible notes with an aggregate outstanding nominal amount as at the date of the Agreement of HK$64,000,000 due on 8 July 2005 issued by WYT Holdings to Rich Time on 9 July 2002; “WYT 06 Convertible Notes” means the 2% convertible notes with an aggregate nominal amount of HK$70,000,000 due on 19 August 2006 issued by WYT Holdings to Rich Time on 20 August 2003; “WYT Holdings” means Wai Yuen Tong Medicine Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange; “WYT Holdings Share(s)” means the ordinary share(s) of HK$0.01 each in the capital of WYT Holdings; and “%” means per cent.

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LETTER FROM THE BOARD

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WANG ON GROUP LIMITED

(incorporated in Bermuda with limited liability)

Executive Directors: Mr. Tang Ching Ho (Chairman and Managing Director)

Ms. Yau Yuk Yin (Deputy Chairman and Deputy Managing Director) Mr. Chan Chun Hong, Thomas

Registered office: Clarendon House 2 Church Street 41 Cedar Avenue Hamilton HM 11 Bermuda

Independent non-executive Directors: Dr. Lee Peng Fei, Allen, CBE, JP Mr. Wong Chun, Justein, MBE, JP Dr. Siu Yim Kwan, Sidney, S.B.St.J.

Head office and principal place of business: 5th Floor Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

22 September 2003

To the shareholders and holders of the share options

Dear Sirs,

DISCLOSEABLE TRANSACTION

PLACEMENT OF

• 3.8% CONVERTIBLE NOTES DUE ON 8 JULY 2005 AND 2% CONVERTIBLE NOTES DUE ON 19 AUGUST 2006 EACH ISSUED BY

• WAI YUEN TONG MEDICINE HOLDINGS LIMITED

INTRODUCTION

On 1 September 2003, Wang On announced in the Placing Announcement that it had entered into the Agreement with the Placing Agent under which the Placing Agent is appointed as the sole placing agent of Wang On, on a best effort basis, to arrange for the sale of the Placing Convertible Notes at a consideration of up to HK$39,600,000. Subsequently, Wang On made

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LETTER FROM THE BOARD

the Completion Announcement reporting that the Placing Agent had successfully placed the entire amount of the Placing Convertible Notes for an aggregate consideration of HK$39,600,000 to 12 Placees on 3 September 2003. In accordance with the terms of the Agreement, the Placees converted all the Placing Convertible Notes into 3,300,000,000 WYT Holdings Shares.

The Agreement constitutes a discloseable transaction for Wang On under the Listing Rules, and the purpose of this circular is to give you further information in respect of, amongst other things, the Agreement.

THE AGREEMENT

The Agreement was signed between Wang On and the Placing Agent on 29 August 2003 under which, the Placing Agent is appointed as the sole placing agent of Wang On, on a best effort basis, to arrange for the sale of the Placing Convertible Notes in an aggregate nominal amount of up to HK$33,000,000 for a consideration in cash of HK$39,600,000 (at a price of 120% to the nominal amount of the Placing Convertible Notes).

Under the Agreement, the Placees are, by purchasing the Placing Convertible Notes, granted the Options entitling them to purchase the Option Notes in an aggregate nominal amount of up to HK$99,000,000 for a consideration in cash of HK$123,750,000 (at a price of 125% to the nominal amount of the Option Notes).

Under the terms and conditions of the Placing Convertible Notes, holders of the Placing Convertible Notes are entitled to convert the Placing Convertible Notes into WYT Holdings Shares at a conversion price of HK$0.01 per WYT Holdings Share, subject to adjustments at any time prior to the maturity date of the Placing Convertible Notes.

PRINCIPAL TERMS OF THE PLACING

Under the Agreement, the Placing shall be subject to the following terms and conditions:

1. the combination of such part(s) of the WYT 05 Convertible Notes and/or WYT 06 Convertible Notes constituting the Placing Convertibles Notes shall be determined by Wang On in its absolute discretion and unless otherwise instructed by Wang On in writing, the Placing Agent shall first arrange for placing of the WYT 05 Convertible Notes up to the aggregate principal amount of HK$33,000,000;

2. the Placing Convertible Notes shall be placed in amounts representing a principal amount of HK$500,000 or an integral multiple thereof;

3. each Placee undertakes to exercise in whole the conversion rights attached to the Placing Convertible Notes placed to it within 3 Business Days following completion of the Placing and all interests whatsoever accrued on the Placing Convertible Notes that are payable to such Placee shall belong and payable to Wang On; and

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LETTER FROM THE BOARD

1. each Placee, in respect of each principal amount of HK$500,000 of the Placing Convertible Notes placed to it, shall be granted with 3 Options in respect of an aggregate principal amount of HK$1,500,000 of the Option Notes on completion of the Placing.

Completion of the Agreement

As announced in the Completion Announcement, the Placing Agent has successfully arranged for the sale of the entire amount of the Placing Convertible Notes (comprising WYT 06 Convertible Notes only) for an aggregate consideration of HK$39,600,000 to 12 Placees. Completion of the Placing took place on 3 September 2003 in accordance with the Agreement.

The Placing Agent is, and the Placees and their respective ultimate beneficial owners are independent of, not acting in concert and not connected with, the directors, chief executive and substantial shareholders of Wang On or its subsidiaries or an associate (as defined in the Listing Rules) of any of them and Wang On.

Commission payable to the Placing Agent

Under the Agreement, 1.25% of the aggregate of the consideration paid for the Placing Convertible Notes by the Placees is payable by Wang On to the Placing Agent upon completion of the Placing. On the basis of an aggregate consideration of HK$39,600,000 for the Placing Convertible Notes sold, the commission paid by Wang On to the Placing Agent is HK$495,000.

PRINCIPAL TERMS OF THE OPTIONS

Under each Option Certificate issued by Rich Time, Rich Time grants to the holder of such Option Certificate a call option entitling the holder to require Rich Time to sell the Option Note to the holder at a price ( “Option Note Purchase Price” ) equivalent to 125% of the aggregate nominal amount of the Option Note.

Exercise of the Options are subject to the following terms and conditions:

1. Option Period: An Option may be exercised by an Option holder at any time during the 9-month period commencing from 3 September 2003 up to and including 2 June 2004 (“ Option Period ”).

2. Transferability: Subject to the consent from Rich Time, an Option may be transferred in its entirety at any time during the Option Period.

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LETTER FROM THE BOARD

1. Condition precedent to exercise of Options: As a condition precedent for the exercise of an Option, an Option holder is deemed to have (unconditionally and irrevocably) undertaken to exercise in whole the conversion rights attached to the Option Note to be sold and transferred to it on the exercise of such Option within 3 Business Days following such exercise and all interests whatsoever accrued (“ Option Accrued Interests ”) on the relevant Option Note that are payable to the Option holder shall belong and be payable to Rich Time.

2. Exercise of Options: An Option holder may exercise an Option in whole (but not in part only) by service of a notice in writing to Rich Time accompanied by:

3. (a) payment to Rich Time of the Option Note Purchase Price; and

4. (b) duly signed undated document(s) to the reasonable satisfaction of Rich Time for the exercise of the conversion rights attached to the Option Note, together with the relevant authorization or power of attorney (in such form approved by Rich Time) in favour of Rich Time authorising Rich Time to complete the conversion of the Option Note on behalf of the Option holder and to collect any Option Accrued Interest,

and unless the Option is exercised in accordance with the above provisions before the expiry of the Option Period, it shall lapse and be of no further effect.

Under the terms and conditions of the Option Notes, holders of the Option Notes are entitled to convert the Option Notes into WYT Holdings Shares at a conversion price of HK$0.01 per WYT Holdings Share, subject to adjustments at any time prior to the maturity date of the Option Notes.

REASONS FOR THE PLACING AND THE GRANT OF OPTIONS

Wang On Group is principally engaged in the management and sub-licensing of Chinese wet markets, shopping centres and car parks and property investment. It also has interests in the pharmaceutical business through its investment in WYT Holdings.

As disclosed in the 2002/2003 annual report of Wang On, as at 31 March 2003, Wang On Group had outstanding advances (and other forms of financial accommodation) to WYT Holdings in the aggregate amount of HK$146,714,000 (including the WYT 05 Convertible Notes). Wang On Group has made further advances to WYT Holdings in the amount of HK$70,000,000 as a result of the issue of WYT 06 Convertible Notes to Rich Time in August 2003. In view of the current market conditions, the board of Directors considers that it is now opportune for Wang On Group to realize its relatively illiquid investment in the WYT 05 Convertible Notes and the WYT 06 Convertible Notes, which will not fall due for redemption until July 2005 and August 2006 respectively, to reduce Wang On Group’s financial exposure

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LETTER FROM THE BOARD

to WYT Holdings. Further, the exercise of the conversion rights attaching to the Option Notes in full by the Placees and/or the holders of the Options will reduce the debt level of WYT Holdings. The board of Directors considers that the terms of the Placing, which have been arrived at after arm’s length negotiations between Wang On and the Placing Agent, are fair and reasonable and are in the interests of Wang On and its shareholders as a whole. As disclosed in the audited financial statements of WYT Holdings for the year ended 31 March 2003, the loss for the year of 2003 was HK$28,946,000 (the loss per WYT Holdings Share was 0.28 cents for 2003) and the loss for the year of 2002 was HK$33,552,000 (the loss per WYT Holdings Share was 25.4 cents for 2002).

Wang On intends to use the net proceeds from the Placing of approximately HK$38,700,000 (i) as to approximately HK$15,000,000 million for repayment of bank loans; (ii) as to approximately HK$15,000,000 million for possible investment in new business opportunities (although no specific investments have yet been identified); and (iii) as to the balance of approximately HK$8,700,000 for Wang On Group’s general working capital. It is the present intention of Wang On that any additional proceeds from the sale of the Option Notes will be used as Wang On Group’s general working capital.

SHAREHOLDING STRUCTURE

The shareholding structure of WYT Holdings (i) as at the date of the Placing Announcement, (ii) as at the Latest Practicable Date and (iii) upon exercise of the Options and the conversion of the Option Notes, are set out below respectively:

A WYT Holdings Shares Rich Time 10,846,466,305 Town Health Group 4,711,944,395 Other shareholders 5,703,973,864 Placee that subscribed for the most WYT 06 Convertible Notes (Note) 500,000,000 Other Placees — Total 21,762,384,564	% 49.84% 21.65% 26.21% 2.30% — 100.00%	B WYT Holdings Shares 10,846,466,305 4,711,944,395 5,703,973,864 2,150,000,000 1,650,000,000 25,062,384,564	% 43.28% 18.80% 22.76% 8.58% 6.58% 100.0%	C WYT Holdings Shares 10,846,466,305 4,711,944,395 5,703,973,864 7,100,000,000 6,600,000,000 34,962,384,564	% 31.02% 13.48% 16.31% 20.31% 18.88%
					100.00%

• A. The shareholding structure of WYT Holdings as at the date of the Placing Announcement.

• B. The shareholding structure of WYT Holdings as at the Latest Practicable Date.

• C. The shareholding structure of WYT Holdings upon the conversion of all the Option Notes in an aggregate nominal amount of HK$99,000,000.

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LETTER FROM THE BOARD

• Note: Based on the information provided by the Placing Agent to Wang On, the Placee that subscribed for the most WYT 06 Convertible Notes held 500,000,000 WYT Holdings Shares at the time it subscribed for the Placing Convertible Notes. After completion of the Placing and the conversion of the Placing Convertible Notes, that Placee has been interested in approximately 8.58% of the issued share capital of WYT Holdings and has continued to be a public shareholder of WYT Holdings. After the conversion of all the Option Notes by all the Placees, that Placee will become a substantial shareholder of WYT Holdings interested in approximately 20.31% of the issued share capital of WYT Holdings and will therefore not be counted as a public shareholder of WYT Holdings.

Based on the amount of the Placing Convertible Notes purchased by the Placees, the Directors are aware that there is a possibility that the public float of WYT Holdings may fall below 25% as a result of the issue of the WYT Holdings Shares upon the exercise of the conversion rights attached to the Option Notes by such Placee(s).

The Stock Exchange has stated that, if less than 25% of the issued WYT Holdings Shares are in the public hands following completion of the Placing and the issue of WYT Holdings Shares as a result of the exercise of the conversion rights attached to the Placing Convertible Notes and the Option Notes, or if the Stock Exchange believes that a false market exists or may exist in the trading of WYT Holdings Shares or there are insufficient WYT Holdings Shares in the public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in WYT Holdings Shares. Further announcement will be made as appropriate if less than 25% of the issued WYT Holdings Shares are in the public hands.

FINANCIAL EFFECT OF THE PLACING AND THE GRANT OF OPTIONS ON WANG ON GROUP

As already mentioned in the section headed “Reasons for the Placing and the grant of Options” above, as at 31 March, 2003, Wang On Group had outstanding advances (and other forms of financial accommodation) to WYT Holdings in the aggregate amount of HK$146,714,000 (including the WYT 05 Convertible Notes). Wang On Group has made further advances to WYT Holdings in the amount of HK$70,000,000 as a result of the issue of WYT 06 Convertible Notes to Rich Time in August 2003. Completion of the Placing and the conversion of the Placing Convertible Notes into WYT Holdings Shares have reduced the amount of advances from Wang On Group to WYT Holdings by HK$33,000,000 and has also resulted in an estimated net gain of approximately HK$9.17 million (such net gain being calculated after taking into account the effective disposal of the WYT Holdings Shares as a result of the exercise of the conversion of the Placing Convertible Notes into WYT Holdings Shares by the Placees at a price above the net asset value per WYT Holdings Share as per the audited financial statements of WYT Holdings for the year ended 31 March 2003). In the event the Options are exercised in full, the amount of advances from Wang On Group to WYT Holdings will further be reduced by HK$99,000,000, and a gain of approximately HK$30.9 million (excluding any expenses related to the exercise of the Option Notes, if any) will arise (such net gain being calculated after taking into account the effective disposal of the WYT Holdings Shares as a result of the exercise of the conversion of the Placing Convertible Notes into WYT Holdings Shares by the Placees at a price above the net asset value per WYT Holdings Share as per the audited financial statements of WYT Holdings for the year ended 31 March 2003).

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LETTER FROM THE BOARD

FURTHER INFORMATION

Your attention is also drawn to the appendix to this circular.

By order of the Board Wang On Group Limited Tang Ching Ho Chairman and Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to Wang On. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests and short positions of each Director or chief executive of Wang On in the shares, underlying shares and debentures of Wang On or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to Wang On and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to Wang On and the Stock Exchange, were as follows:

Interests in shares

Approximate Capacity in % of the which such Number of shares issued share Name of Director interests are held of Wang On capital (Note 1) Mr. Tang Ching Ho Corporate (Note 2) 2,178,840 (L) 1.84% (“Mr. Tang”) Personal (Note 3) 1,249,658 (L) 1.06% Family (Note 4) 1,249,658 (L) 1.06% Other (Note 5) 21,490,372 (L) 18.19% Ms. Yau Yuk Yin Personal (Note 3) 1,249,658 (L) 1.06% (“Ms. Yau”) Family (Note 6) 24,918,870 (L) 21.09%

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GENERAL INFORMATION

APPENDIX

Notes:

1. The letter “L” denotes a long position in shares.

2. Mr. Tang was interested in these shares through Caister Limited, a company which is wholly and beneficially owned by him.

3. Each of Mr. Tang and Ms. Yau has been granted an option to subscribe for 10,900,000 shares of HK$0.01 each in the capital of Wang On at an exercise price of HK$0.13 each by Wang On under the Share Option Scheme before it was terminated and replaced by a new share scheme of Wang On adopted on 3rd May, 2002. As a result of a rights issue of Wang On completed in February 2002 and a capital reorganisation of Wang On implemented in October 2002, relevant adjustments were made to the Share Options. Accordingly, the number of Share Options held by each of Mr. Tang and Ms. Yau were adjusted to 654,000 Share Options with an exercise price of HK$2.17 per share. Out of 1,249,658 shares held by each of Mr. Tang and Ms. Yau, 654,000 shares are the shares issuable upon exercise of the 654,000 Share Options owned by each of them.

4. Mr. Tang was taken to be interested under the SFO in those shares in which his spouse, Ms. Yau, was interested.

5. Agreements (the “Agreements”) were entered into between Middlemore Limited, a company wholly and beneficially owned by Mr. Tang, and (i) Ms. Tang Mui Fong; (ii) Ms. Tang Mui Fun and (iii) Mr. Yau Yuk Tong, all being the relatives of Mr. Tang, as a result of which, and for the purpose of sections 317(1)(a) and 318 of the SFO, Mr. Tang was taken to be interested in the shares owned by them.

6. Ms. Yau was taken to be interested under the SFO in those shares in which her spouse, Mr. Tang, was interested.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of Wang On had any interest or short position in the shares, underlying shares or debentures of Wang On or any of its associated corporations (within the meaning of the SFO) which were required to be notified to Wang On and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which he was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listing Companies in the Listing Rules, to be notified to Wang On and the Stock Exchange.

3. PERSONS WHO HAVE AN INTEREST OR SHORT POSITION WHICH IS DISCLOSEABLE UNDER DIVISIONS 2 AND 3 OF PART XV OF THE SFO AND SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to any Director or chief executive of Wang On, the following persons (not being a Director or chief executive of Wang On) had, or were deemed or taken to have interests or short positions in the shares or underlying shares of Wang On which would fall to be disclosed to Wang On and the

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GENERAL INFORMATION

APPENDIX

Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of Wang On Group or had any option in respect of such capital:

Interests in shares

	Number of shares	Approximate % of the
Name of shareholder	of Wang On	issued share capital
	(Note 1)
Caister Limited	26,168,528 (L)(Note 2)	22.14%
Mr. Tang	26,168,528 (L)(Note 2)	22.14%
Ms. Yau	26,168,528 (L)(Note 2)	22.14%
Ms. Tang Mui Fong	26,168,528 (L)(Note 2)	22.14%
Mr. Yau Yuk Tong	26,168,528 (L)(Note 2)	22.14%
Ms. Tang Mui Fun	26,168,528 (L)(Note 2)	22.14%

Notes:

1. The letter “L” denotes a long position in shares.

2. Pursuant to the Agreements, Caister Limited, Mr. Tang, Ms. Yau, Ms. Tang Mui Fong, Mr. Yau Yuk Tong and Ms. Tang Mui Fun were taken to be interested in the 26,168,528 shares for the purpose of sections 317(1)(a) and 318 of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors knows of any person (not being a Director or chief executive of Wang On) who had an interest or short position in shares or underlying shares which would fall to be disclosed to Wang On under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of Wang On Group or held any option in respect of such capital.

4. LITIGATION

As at the Latest Practicable Date, no member of Wang On Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of Wang On Group.

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GENERAL INFORMATION

APPENDIX

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with Wang On or any member of Wang On Group (excluding contracts expiring or determinable by Wang On within one year without payment of compensation other than statutory compensation).

6. GENERAL

1. The company secretary of Wang On is Mr. Chan Chun Hong, Thomas. He graduated from the Hong Kong Polytechnic University with a degree in accountancy. He is a fellow member of The Association of Chartered Certified Accountants and an associate member of The Hong Kong Society of Accountants.

2. The English text of this circular shall prevail over the Chinese text in case of inconsistency.

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