Wang On Group Limited — Capital/Financing Update 2004

Apr 16, 2004

Wang On Group Limited

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

WANG ON GROUP LIMITED (stock code 1222)

(incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY

On 7 April 2004, China Coin Management Limited, an indirect wholly owned subsidiary of the Company, entered into the Agreement with the Purchaser, an Independent Third Party to dispose of the Property at the consideration of HK$33,800,000.

The Disposal contemplated under the Agreement constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing details of the Disposal will be sent to shareholders of the Company as soon as possible.

Wang On Group Limited 16-4-2004

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Wang On Group Limited

THE AGREEMENT

Date: 7 April 2004 Parties: Vendor: China Coin Management Limited, an investment holding company and an indirect wholly owned subsidiary of the Company Purchaser: a company, which is and whose beneficial owners are Independent Third Parties Property Agent: a company, which is and whose beneficial owners are Independent Third Parties Property (for Address: Shop 6 (including Cockloft) on commercial the Ground Floor, Cheuk Ming use): Building, Nos. 22-26 Chuen Lung Street, Nos. 10-22 Tsuen Wan Market Street, Tsuen Wan, New Territories Gross floor area: The shop has a saleable area of approximately 802 sq.ft. (74.51 sq.m.). The cockloft area is approximately 250 sq.ft. (23.23 sq.m.) Year of acquisition 2002 at a consideration of and consideration: HK$27,730,000. The value of the Property as at 31 March 2003 is HK$26,800,000.

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Wang On Group Limited

Consideration: The consideration of HK$33,800,000 was agreed after arm’s length negotiations between the Vendor and the Purchaser by reference to the current market value of properties for commercial use in the market in the Tsuen Wan area and shall be payable in cash as follows:

• (i) HK$1,500,000 on the signing of the Agreement; (ii) HK$1,880,000 on the signing of the formal agreement for sale and purchase; and

(iii) the balance on Completion.

The gain expected to accrue to the Group from the Disposal is approximately HK$4,400,000 (after payment of necessary duties and costs).

Terms:

The Agreement is not subject to any conditions precedent.

The Vendor and the Purchaser will enter into a formal agreement for sale and purchase of the Property on or before 1 June 2004. Completion of the sale and purchase shall take place on or before 1 June 2004.

The Vendor and the Purchaser agree that the Vendor must sell and the Purchaser must purchase the Property. The Purchaser agrees to purchase the Property subject to the existing tenancy. The rent receivable per month is HK$140,000 exclusive of rates, Government rent and management fees. The existing tenancy will expire on 28 July 2005.

The Vendor is required to prove a good title to the Property.

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Wang On Group Limited

In consideration of the services rendered by the Property Agent, the Property Agent shall receive commission in the amount of HK$169,000 from the Vendor and commission in the amount of HK$280,000 from the Purchaser.

USE OF PROCEEDS

The net proceeds from the Disposal will be used for repaying bank loan of the Vendor and for the Group’s working capital.

REASONS FOR THE DISPOSAL

Having regard to the upturn of the Hong Kong economy and the property market, the Directors consider the terms of the Disposal are fair and reasonable and the Disposal is made in the best interest of the Shareholders.

INFORMATION ON THE GROUP

The Group is principally engaged in the commercial management of Chinese wet markets, shopping centres, car parks, retail business and property investment.

GENERAL

As at the date of this announcement,

• (a) the executive directors of the Company are Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas; and

• (b) the independent non-executive directors of the Company are Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein and Dr. Siu Yim Kwan, Sidney.

The Disposal constitutes a discloseable transaction for the Company under the Listing Rules. A circular containing details of the Disposal will be sent to the shareholders of the Company as soon as possible.

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Wang On Group Limited

DEFINITIONS

“Agreement” the provisional agreement for sale and purchase dated 7 April 2004, entered into between China Coin Management Limited as the Vendor, the Purchaser and the Property Agent relating to the Disposal; “associates” has the meaning ascribed thereto in the Listing Rules; “Board” the board of Directors of the Company; “Company” Wang On Group Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Stock Exchange; “Consideration” HK$33,800,000; “Directors” the directors of the Company; “Disposal” the disposal of the Property pursuant to the Agreement; “Group” the Company and its subsidiaries; “Independent Third Party” an independent third party not connected with any of the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates, as defined in the Listing Rules; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

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Wang On Group Limited

“Property”

“Stock Exchange”

Shop 6 (including cockloft) on the Ground Floor, Cheuk Ming Building, Nos. 22-26 Chuen Lung Street, Nos. 10-22 Tsuen Wan Market Street, Tsuen Wan, New Territories; and

The Stock Exchange of Hong Kong Limited.

By Order of the Board Wang On Group Limited Chan Chun Hong, Thomas Director

Hong Kong SAR, 15 April 2004

Please also refer to the published version of this announcement in The Standard dated 16 April 2004.

Wang On Group Limited 16-4-2004

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