Wang On Group Limited — Capital/Financing Update 2014

Sep 29, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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PNG Resources Holdings Limited P N G 資源控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 221)

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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)

(1) COMPLETION OF TOP-UP PLACING

AND

TOP-UP SUBSCRIPTION UNDER GENERAL MANDATE

DISCLOSEABLE TRANSACTION IN RELATION TO THE COMPLETION OF TOP-UP PLACING AND TOP-UP SUBSCRIPTION OF PNG SHARES

AND

(2) COMPLETION OF PLACING UNDER GENERAL MANDATE

Placing Agent

Reference is made to the joint announcement published by PNG Resources Holdings Limited (“ PNG ”) and Wang On Group Limited (“ WOG ”) dated 12 September 2014 (the “ Joint Announcement ”) in relation to, among other things, the Top-up Placing, the Top-up Subscription and the New Issue Placing. Capitalised terms used in this joint announcement have the same meanings as defined in the Joint Announcement unless otherwise stated.

TOP-UP PLACING AND TOP-UP SUBSCRIPTION

The Top-up Placing is unconditional and has been completed on 22 September 2014 in accordance with the terms and conditions of the Top-up Placing and Subscription Agreement. An aggregate of 150,000,000 Top-up Placing Shares have been successfully placed to not less than six Placees at a price of HK$0.325 per PNG Share pursuant to the Top-up Placing and Subscription Agreement. None of the Placees became substantial shareholders of PNG as a result of the Top-up Placing.

The applicable conditions for the Top-up Subscription have been fulfilled and the Top-up Subscription was completed on 26 September 2014 in accordance with the terms and conditions of the Top-up Placing and Subscription Agreement.

* For identification purpose only

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NEW ISSUE PLACING

The applicable conditions for the New Issue Placing have been fulfilled and the New Issue Placing has been completed on 29 September 2014 in accordance with the terms and conditions of the New Issue Placing Agreement. An aggregate of 34,000,000 New Issue Placing Shares have been successfully placed to not less than six Placees at a price of HK$0.325 per PNG Share pursuant to the New Issue Placing Agreement. None of the Placees became substantial shareholders of PNG as a result of the New Issue Placing.

The table below sets out the changes to the shareholding structure of PNG as a result of completion of the Topup Placing, the Top-up Subscription and the New Issue Placing:

The Vendor and its parties acting in concert — The Vendor_(Note 1) — Mailful Investments Limited (Note 1) — WYT(Note 2)_ Sub-total Placees under the Top-up Placing Placees under the New Issue Placing Other public PNG Shareholders Total	Shareholding immediately prior to completion of the Top-up Placing, the Top-up Subscription and the New Issue Placing Number of Approximate % PNG Shares of shareholding 153,218,400 16.60 4,000,000 0.43 266,383,500 28.86 423,601,900 45.89 — — — — 499,348,100 54.11 922,950,000 100.00	Shareholding immediately after completion of the Top-up Placing, the Top-up Subscription and the New Issue Placing Number of Approximate % PNG Shares of shareholding 153,218,400 13.84 4,000,000 0.36 266,383,500 24.07 423,601,900 38.27 150,000,000 13.55 34,000,000 3.07 499,348,100 45.11 1,106,950,000 100.00	Shareholding immediately after completion of the Top-up Placing, the Top-up Subscription and the New Issue Placing Number of Approximate % PNG Shares of shareholding 153,218,400 13.84 4,000,000 0.36 266,383,500 24.07 423,601,900 38.27 150,000,000 13.55 34,000,000 3.07 499,348,100 45.11 1,106,950,000 100.00
			38.27 13.55 3.07 45.11
			100.00

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Notes:

1. According to the disclosure of interest forms published on the website of the Stock Exchange and having taken into consideration the capital reorganisation of PNG with effect from 20 August 2014, WOG through its indirect wholly-owned subsidiaries, namely the Vendor and Mailful Investments Limited, held 153,218,400 PNG Shares and 4,000,000 PNG Shares, respectively.

2. According to the disclosure of interest forms published on the website of the Stock Exchange and having taken into consideration the capital reorganisation of PNG with effect from 20 August 2014, WYT through its indirect wholly-owned subsidiary, namely Hearty Limited, held 266,383,500 PNG Shares.

By Order of the board of directors of By Order of the board of directors of PNG RESOURCES HOLDINGS LIMITED WANG ON GROUP LIMITED PNG 資源控股有限公司 （宏安集團有限公司） [*] Chan Chun Hong, Thomas Tang Ching Ho Chairman and Managing Director Chairman

Hong Kong, 29 September 2014

As at the date of this joint announcement, the executive directors of PNG are Mr. Chan Chun Hong, Thomas, Mr. Cheung Wai Kai and Mr. Wong Yiu Hung, Gary, and the independent non-executive directors of PNG are Mr. Sin Ka Man, Mr. Yuen Kam Ho, George and Mr. Cheung Sau Wah, Joseph.

As at the date of this joint announcement, the executive directors of WOG are Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and the independent non-executive directors of WOG are Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

The directors of PNG jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to WOG, the Vendor or any of their associates or any parties acting in concert with any of them), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by WOG, the Vendor or any of their associates or any parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

The directors of WOG jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the PNG Group), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions (other than opinions expressed by the PNG Group) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

* For identification purpose only

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