Wang On Group Limited — M&A Activity 2019

Nov 15, 2019

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.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Goal Success Investments Limited, Wai Yuen Tong Medicine Holdings Limited, China Agri-Products Exchange Limited, Wang On Group Limited or Easy One Financial Group Limited.

GOAL SUCCESS INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

WAI YUEN TONG MEDICINE HOLDINGS LIMITED ( 位元堂藥業控股有限公司[*] )

(Incorporated in Bermuda with limited liability) (Stock Code: 897)

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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)

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EASY ONE FINANCIAL GROUP LIMITED

易易壹金融集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221)

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CHINA AGRI-PRODUCTS EXCHANGE LIMITED 中國農產品交易有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)

• For identification purpose only

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JOINT ANNOUNCEMENT

PRE-CONDITIONAL VOLUNTARY PARTIAL CASH OFFER BY ON BEHALF OF GOAL SUCCESS INVESTMENTS LIMITED TO ACQUIRE SUCH NUMBER OF SHARES OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED FROM CAP SHAREHOLDERS WHICH WOULD RESULT IN THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT HOLDING A MAXIMUM OF 75% OF THE ISSUED SHARE CAPITAL OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED AND TO ACQUIRE A MAXIMUM OF 54.83% OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE CONVERTIBLE NOTES OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED (SUBJECT TO ADJUSTMENT IN THE EVENT OF A CHANGE IN THE ISSUED SHARE CAPITAL OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED)

MONTHLY UPDATE

Financial Adviser to the Offeror

References are made to (i) the joint announcement issued by Goal Success Investments Limited (the “ Offeror ”), Wai Yuen Tong Medicine Holdings Limited (“ WYT ”), Wang On Group Limited (“ WOG ”), Easy One Financial Group Limited (“ EOG ”) and China Agri-Products Exchange Limited (“ CAP ”) dated 26 September 2019 (the “ Joint Announcement ”) in relation to, among other things, a pre-conditional voluntary partial cash offer by Kingston Securities Limited on behalf of the Offeror to acquire such number of shares of CAP which would result in the Offeror and parties acting in concert with it holding a maximum of 75% of the issued share capital of CAP and to acquire a maximum of 54.83% of the outstanding principal amount of the convertible notes of CAP (subject to adjustment in the event of a change in the issued share capital of CAP); and (ii) the joint announcement issued by the Offeror, WYT, WOG, EOG and CAP dated 16 October 2019 (the “ October Announcement ”) in relation to, among other things, the satisfaction of a Pre-Condition (as defined in the Joint Announcement).

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Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

As stated in the Joint Announcement, the making of the Partial Offers will be subject to the satisfaction of the following Pre-Conditions:

• (a) consent from the Executive in respect of the Partial Share Offer pursuant to Rule 28.1 of the Takeovers Code (the “ SFC Consent Pre-Condition ”);

• (b) approval by the WYT Shareholders at the WYT SGM; and

• (c) approval by the WOG Shareholders at the WOG SGM.

As stated in the October Announcement, the SFC Consent Pre-Condition has been fulfilled on 15 October 2019.

In connection with other Pre-Conditions, the Offeror wishes to give an update that further to the October Announcement, it understands that the WYT Circular and the WOG Circular were despatched to the WYT Shareholders and the WOG Shareholders on 11 November 2019 respectively and the WYT SGM and the WOG SGM will be held on 27 November 2019.

Further announcement(s) will be made in accordance with the Listing Rules and the Takeovers Code (as the case may be) on the status and progress in connection with the satisfaction of the Pre-Conditions and the Partial Offers as and when appropriate.

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As the making of the Partial Offers is subject to the satisfaction of the Pre-Conditions, the Partial Offers may or may not be made. Further, completion of the Partial Offers is subject to the Conditions being fulfilled. Accordingly, CAP Shareholders, Convertible Noteholders, WYT Shareholders, WOG Shareholders and prospective investors are advised to exercise caution when dealing in the securities of CAP, WYT or WOG. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By Order of the board of By Order of the board of GOAL SUCCESS INVESTMENTS WAI YUEN TONG MEDICINE LIMITED HOLDINGS LIMITED Tang Mui Fun (位元堂藥業控股有限公司[*] ) Director Tang Ching Ho Chairman and Managing Director

By Order of the board of By Order of the board of WANG ON GROUP LIMITED EASY ONE FINANCIAL GROUP (宏安集團有限公司)[*] LIMITED Tang Ching Ho 易易壹金融集團有限公司 Chairman Chan Chun Hong, Thomas Chairman and Managing Director

By Order of the board of CHINA AGRI-PRODUCTS EXCHANGE LIMITED 中國農產品交易有限公司 Chan Chun Hong, Thomas

Chairman and Chief Executive Officer

Hong Kong, 15 November 2019

As at the date of this joint announcement, the directors of the Offeror comprises Mr. Chan Chun Hong, Thomas, Ms. Tang Mui Fun and Ms. Tang Wai Man.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the WYT Group, the CAP Group, the WOG Group or EOG) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the respective directors of WYT, CAP, WOG and EOG) 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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As at the date of this joint announcement, the WYT Board comprises Mr. Tang Ching Ho, Mr. Chan Chun Hong, Thomas, Ms. Tang Mui Fun and Ms. Tang Wai Man as executive directors; and Mr. Leung Wai Ho, Mr. Siu Man Ho, Simon, Mr. Cho Wing Mou and Mr. Li Ka Fai, David as independent non-executive directors.

The directors of WYT jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the CAP Group, the WOG Group or EOG) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the respective directors of CAP, WOG and EOG) 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.

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

The directors of WOG jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror, the WYT Group, the CAP Group or EOG) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the respective directors of the Offeror, WYT, CAP and EOG) 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.

As at the date of this joint announcement, the directors of EOG comprises Mr. Chan Chun Hong, Thomas, Mr. Cheung Wai Kai and Ms. Stephanie as executive directors; and Mr. Sin Ka Man, Mr. Cheung Sau Wah, Joseph and Mr. Wong Hung Tak as independent non-executive directors.

The directors of EOG jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror, the WYT Group, the WOG Group or the CAP Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the respective directors of the Offeror, WYT, WOG and CAP) 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.

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As at the date of this joint announcement, the CAP Board comprises Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing as executive directors; and Mr. Ng Yat Cheung, Mr. Lau King Lung and Mr. Wong Ping Yuen as independent non-executive directors.

The directors of CAP jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror, the WYT Group, the WOG Group or EOG) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the respective directors of the Offeror, WYT, WOG and EOG) 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.

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