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Wang On Group Limited M&A Activity 2009

Mar 25, 2009

49778_rns_2009-03-25_b1a989e2-7e88-4ae3-97dd-5a779ad1e131.pdf

M&A Activity

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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)

COMPLETION OF DISPOSAL OF 100% INTEREST IN SHINEY DAY INVESTMENTS LIMITED AND ACQUISITION OF 100% INTEREST IN EVERLONG LIMITED AND THE SALE LOAN

Reference is made to the announcement of the Company dated 13 February 2009 and the Circular in relation to, among other things, the Disposal and the Acquisition.

The Board announces that, given all conditions set out in the Disposal Agreement have been fulfilled, the completion of the Disposal has taken place on 25 March 2009 in accordance with the terms and conditions of the Disposal Agreement, and, given all conditions set out in the Acquisition Agreement have been fulfilled, the completion of the Acquisition has also taken place on 25 March 2009 in accordance with the terms and conditions of the Acquisition Agreement.

Reference is made to the announcement of the Company dated 13 February 2009 and the circular of the Company dated 6 March 2009 (the “ Circular ”) in relation to, among other things, the major transactions relating to the Disposal and the Acquisition. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

C O M P L E T I O N O F D I S P O S A L O F 1 0 0 % I N T E R E S T I N S H I N E Y D A Y INVESTMENTS LIMITED

The Board announces that given all conditions set out in the Disposal Agreement have been fulfilled, the completion of the Disposal has taken place on 25 March 2009.

* For identification purpose only

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The Board also announces that, China Agri-Products, Super Treasure, Shiney Day and Active Day entered into the Loan Agreement, and Super Treasure, as chargor, and Active Day, as chargee, entered into a share charge on 25 March 2009, pursuant to which Super Treasure has agreed to charge, inter alia, its respective legal and beneficial interest in all of the shares of Shiney Say owned by Super Treasure as security for any and all present and future sums, liabilities and obligations (actual or contingent and whether incurred solely or jointly with any other person and whether as principal or surety) at any time due, owing or payable by Shiney Day to Active Day in any currency under the Loan Agreement, such share charge and any other document designated as such by Shiney Day and Active Day together with all related associated liabilities.

COMPLETION OF ACQUISITION OF 100% INTEREST IN EVERLONG LIMITED AND THE SALE LOAN

The Board announces that given all conditions set out in the Acquisition Agreement have been fulfilled, the completion of the Acquisition has taken place on 25 March 2009.

DEFINITIONS

In this announcement, the following expression has the meaning set out below unless the context otherwise requires:

“Loan Agreement”

a loan agreement dated 25 March 2009 entered into among Shiney Day as borrower, China Agri-Products and Super Treasure as guarantors, and Active Day as lender, pursuant to which Active Day agrees to continue to extend the Existing Loan to Shiney Day, and China Agri-Products and Super Treasure unconditionally and irrevocably guarantee to Active Day the punctual performance by Shiney Day of all its obligations under or in connection with the Loan Agreement

By Order of the Board WANG ON GROUP LIMITED 宏安集團有限公司[*] Tang Ching Ho Chairman

Hong Kong, 25 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

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