Wang On Group Limited — Capital/Financing Update 2009

May 5, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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WANG ON GROUP LIMITED （宏安集團有限公司）*

(Incorporated in Bermuda with limited liability)

(Stock Code: 01222)

RESULTS OF THE OPEN OFFER (AND THE BONUS ISSUE) AND ADJUSTMENTS TO THE EXERCISE PRICES OF THE SHARE OPTIONS

Financial Adviser

The Board is pleased to announce that the Open Offer and the Bonus Issue became unconditional at 4:00 p.m. on Thursday, 30 April 2009.

As at 4:00 p.m. on Monday, 27 April 2009 (being the latest time for acceptance of, and payment for, the Offer Shares), a total of 98 valid acceptances of Offer Shares had been received for a total of 912,460,556 Offer Shares, representing approximately 80.54% of the total number of 1,132,861,635 Offer Shares offered under the Open Offer. Thus, the Open Offer was under-subscribed by 220,401,079 Offer Shares, representing approximately 19.46% of the total number of 1,132,861,635 Offer Shares. Pursuant to the Underwriting Agreement, the Underwriters have fully underwritten the untaken 220,401,079 Offer Shares.

It is expected that the share certificates for the Offer Shares and the corresponding Bonus Shares in respect of the valid acceptances of the Offer Shares will be despatched to the Qualifying Shareholders by ordinary post on or before Thursday, 7 May 2009 at their own risks.

* For identification purpose only

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Dealings in the Offer Shares and the Bonus Shares on the Stock Exchange are expected to commence at 9:30 a.m. on Monday, 11 May 2009.

Pursuant to the terms and conditions of the Share Option Scheme, the exercise prices of the Share Options and the number of Shares otherwise to be allotted and issued upon exercise of all the subscription rights attaching to the outstanding Share Options shall be adjusted as a result of the Open Offer and the Bonus Issue.

Reference is made to the prospectus of the Company dated 9 April 2009 (the “ Prospectus ”). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE OPEN OFFER AND THE BONUS ISSUE

The Board is pleased to announce that the Open Offer and the Bonus Issue became unconditional at 4:00 p.m. on Thursday, 30 April 2009.

As at 4:00 p.m. on Monday, 27 April 2009 (being the latest time for acceptance of, and payment for, the Offer Shares), a total of 98 valid acceptances of Offer Shares had been received for a total of 912,460,556 Offer Shares, representing approximately 80.54% of the total number of 1,132,861,635 Offer Shares offered under the Open Offer. Thus, the Open Offer was under-subscribed by 220,401,079 Offer Shares, representing approximately 19.46% of the total number of 1,132,861,635 Offer Shares. Pursuant to the Underwriting Agreement, the Underwriters have fully underwritten the untaken 220,401,079 Offer Shares.

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge and information, the shareholding structure of the Company immediately before and after completion of the Open Offer and the Bonus Issue is as follows:

Mr. Tang, Accord Power andtheir respective associatesPublic:Kingston SecuritiesOther public ShareholdersTotal	Immediately beforecompletion of the Open Offerand the Bonus IssueAdjusted SharesApproximate %40,226,32210.6520.00337,394,22189.35377,620,545100.00	Immediately aftercompletion of the Open Offerand the Bonus IssueAdjusted SharesApproximate %574,691,26425.3634,001,7991.501,657,030,20773.142,265,723,270100.00	Immediately aftercompletion of the Open Offerand the Bonus IssueAdjusted SharesApproximate %574,691,26425.3634,001,7991.501,657,030,20773.142,265,723,270100.00
			100.00

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DESPATCH OF CERTIFICATES FOR THE OFFER SHARES AND THE BONUS SHARES AND COMMENCEMENT OF DEALINGS IN THE OFFER SHARES AND THE BONUS SHARES IN FULLY PAID FORM

It is expected that the share certificates for the Offer Shares and the corresponding Bonus Shares in respect of the valid acceptances of the Offer Shares will be despatched to the Qualifying Shareholders by ordinary post on or before Thursday, 7 May 2009 at their own risks.

Dealings in the Offer Shares and the Bonus Shares on the Stock Exchange are expected to commence at 9:30 a.m. on Monday, 11 May 2009. The Shares will continue to be traded in board lots of 20,000 Shares each.

ADJUSTMENTS TO THE EXERCISE PRICES OF THE SHARE OPTIONS

Pursuant to the terms and conditions of the Share Option Scheme, the exercise prices of the Share Options and the number of Shares otherwise to be allotted and issued upon exercise of all the subscription rights attaching to the outstanding Share Options shall be adjusted as a result of the Open Offer and the Bonus Issue in the following manner:

		Before completion of the	Before completion of the	Upon completion of the	Upon completion of the
		Open Offer and	the Bonus Issue	Open Offer and	the Bonus Issue
				Adjusted	Adjusted
		Number of	Exercise	number of	exercise price
	Exercisable	Share Options	price of	Share Options	of Share
Date of grant	period	outstanding	Share Options	outstanding	Options
			(HK$)		(HK$)
1/3/2007	1/3/2007 –	14,960,000	3.5625	51,014,676	1.0447
	28/2/2017
2/1/2008	2/1/2009 –	286,000	4.1750	975,281	1.2243
	1/1/2013#
8/1/2009	8/1/2010 –	680,000	0.6750	2,318,849	0.1979
	7/1/2019#

The Share Options granted under the Share Option Scheme vest as follows: On 1st anniversary: 30% vest

On 2nd anniversary: further 30% vest

On 3rd anniversary: the remaining 40% vest

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The auditors of the Company have reviewed the above adjustments to the exercise prices of the Share Options and confirmed in writing that they are in accordance with the terms and conditions of the Share Option Scheme and the appendix of supplementary guidance attached to the letter from the Stock Exchange dated 5 September 2005 relating to adjustments to share option schemes.

By Order of the Board WANG ON GROUP LIMITED (宏安集團有限公司)[*] Chan Chun Hong, Thomas Managing Director

Hong Kong, 5 May 2009

As at the date of this announcement, the Board comprises 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, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

• For identification purpose only

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