Wang On Group Limited — Capital/Financing Update 2005

Apr 19, 2005

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.

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WANG ON GROUP LIMITED 宏安集團有限公司[*]

(Stock Code: 1222)

(incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY

On 15 April 2005, Smart First Investment Limited, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Vendor, an Independent Third Party to acquire the Property for a consideration of HK$15,750,000.

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

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THE AGREEMENT
Date of execution	:	15 April 2005
Parties	:	Purchaser:	Smart First Investment Limited, a
			property holding company and an
			indirect wholly-owned subsidiary
			of the Company; and
		Vendor:	An individual who, to the best of
			knowledge and belief of the
			Directors, is an Independent Third
			Party.
Property	:	Address:	The ground, first and second floors
			and rooftop of 68 San Hong Street,
			Sheung Shui, Hong Kong.
		Gross floor	The ground floor is for commercial
		areas and	use and has a gross floor area of
		uses:	approximately 1,000 square feet.
			The first floor is for residential use
			and has a gross floor area of
			approximately 900 square feet.
			The second floor is for residential
			use and has a gross floor area of
			approximately 900 square feet.
			The rooftop is for residential use
			and has a gross floor area of
			approximately 900 square feet.
Consideration	:	The consideration of HK$15,750,000 was agreed
		after arm’s	length negotiations between the
		Vendor and	the Purchaser by reference to the
		current market value of properties for commercial
		and residential uses in the market in the adjacent
		areas and was/shall be payable (as applicable) in
		cash as follows:
		(i) HK$450,000 after the signing of the
		Agreement;

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• (ii) HK$1,125,000 on the signing of the formal agreement for sale and purchase on or before 28 April 2005; and

• (iii) the balance of HK$14,175,000 upon completion on or before 28 June 2005.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor is an Independent Third Party who is independent and not being a connected person of the Company.

Terms

• : The Vendor agrees to sell and the Purchaser agrees to purchase the Property subject to the following existing tenancies:

• (i) the existing tenancy in respect of the ground floor is for a monthly net rental of HK$34,000 and will expire on 15 January 2006; and

• (ii) the existing tenancy in respect of the first floor is for a monthly rental of HK$6,200 (inclusive of rates and government rent) and will expire on 7 April 2007.

The Vendor agrees to deliver to the Purchaser vacant possession in respect of the second floor and rooftop on completion.

At completion of the sale and purchase of the Property, the Vendor will pay to the Purchaser the full amount of all rental deposits received from each of the existing tenants under the relevant existing tenancy.

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The Purchaser agrees to purchase the Property from the Vendor on a “as is” basis and acknowledges and agrees that the Property is subject to a building order issued by the Building Authority to demolish certain structures attached to the Property. The Vendor will therefore be responsible for the payments, which are not expected to be substantial, associated with the demolition of such structures.

REASONS FOR THE ACQUISITION

Having regard to the upturn of the Hong Kong economy and the property market, the Directors consider the terms of the Acquisition are fair and reasonable and the Acquisition is in the interest of the shareholders as a whole.

The Acquisition will be funded approximately one-half by the Group’s internal resources and the remainder by bank financing.

INFORMATION ON THE GROUP

The Group is principally engaged in property development and property investment, the management and sub-licensing of Chinese wet markets, shopping centres and car parks. The Group also has interests in the pharmaceutical business through its investments in Wai Yuen Tong Medicine Holdings Limited, a company listed on the Stock Exchange.

GENERAL

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

DEFINITIONS

• “ Acquisition ”

• “ Agreement ”

• the acquisition of the Property pursuant to the Agreement

• the provisional agreement for sale and purchase entered into between Smart First Investment Limited as the Purchaser and the Vendor on 15 April 2005 relating to the Acquisition;

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• “ 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$15,750,000; “ Directors ” the directors of the Company; “ Group ” the Company and its subsidiaries;

• “ IndependentThird Party ” an independent third party not connected withany 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;

“ Property ” the ground, first and second floors and roof top of 68 San Hong Street, Sheung Shui, Hong Kong; and “ Stock Exchange ” The Stock Exchange of Hong Kong Limited.

As at the date of this announcement, the Board of the Company comprises of three Executive Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas and four independent non-executive Directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Dr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

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

Hong Kong SAR, 19 April 2005

* For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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