Wang On Group Limited — Capital/Financing Update 2009

Mar 31, 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.

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WANG ON GROUP LIMITED （宏安集團有限公司）*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

ADJUSTMENTS TO EXERCISE PRICES OF SHARE OPTIONS

ADJUSTMENTS TO EXERCISE PRICES OF SHARE OPTIONS

Pursuant to the terms and conditions of the Share Options 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 following the Capital Reorganisation becoming effective (the “ Share Options Adjustments ”) in the manner as disclosed herein.

The auditors of the Company have reviewed and confirmed in writing the Share Options Adjustments.

Reference is made to the announcements of the Company dated 13 February 2009 and 30 March 2009, and the circular of the Company dated 3 March 2009 (the “ Circular ”) in relation to, amongst other things, the Capital Reorganisation. Unless the context requires otherwise, terms used herein shall bear the same meanings as those defined in the Circular.

Adjustments to the exercise prices of the Share Options

Pursuant to the terms and conditions of the Share Options 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 following the Capital Reorganisation becoming effective in the following manner:

• For identification purpose only

• 1 -

		Before completion of	Before completion of	Upon completion of	Upon completion of
		the Capital	Reorganisation	the Capital	Reorganisation
		Number of Shares		Number of
		which would		Adjusted Shares
		otherwise fall to		which may fall to
		be issued upon		be issued upon	Adjusted
		the exercise of	Exercise price	the exercise of	exercise price
	Exerciseable	Share Options	of Share	Share Options	of Share
Date of grant	period	outstanding	Options	outstanding	Options
			(HK$)		(HK$)
1/3/2007	1/3/2007 –	374,000,000	0.1425	14,960,000	3.5625
	28/2/2017
2/1/2008	2/1/2009 –	7,150,000	0.1670	286,000	4.1750
	1/1/2013#
8/1/2009	8/1/2010 –	17,000,000	0.0270	680,000	0.6750
	7/1/2019#

The Share Options granted under the Share Options Scheme vest as follows:

On 1st anniversary : 30% vest On 2nd anniversary : further 30% vest On 3rd anniversary : the remaining 40% vest

The auditors of the Company, have reviewed the Share Options Adjustments and confirmed in writing that they are in accordance with the terms and conditions of the Share Options 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, 31 March 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

• 2 -