Wang On Group Limited — M&A Activity 2020

Jan 14, 2020

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 or Wang On 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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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)

JOINT ANNOUNCEMENT

PARTIAL OFFERS

SUPPLEMENTAL ANNOUNCEMENT

Financial Adviser to the Offeror

• For identification purpose only

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Reference is made to the composite offer and response document dated 7 January 2020 (the “ Composite Document ”) jointly issued by the Offeror and China Agri-Products Exchange Limited (“ CAP ”, together with its subsidiaries, collectively the “ CAP Group ”) in relation to, among other things, the Partial Offers being made by Kingston Securities on behalf of the Offeror. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

UNAUDITED INTERIM REPORT OF WYT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2019

The unaudited interim report of WYT for the six months ended 30 September 2019 was published on 19 December 2019 in accordance with the Listing Rules. In this connection, the following disclosures in the Composite Document shall be supplemented to read as follows:

Page reference and heading in the Composite Document Revised disclosures Page IV-4 “ Summary of Financial Information of the WYT Group

Set out below is a summary of the audited financial information of the WYT Group for the financial years ended 31 March 2017, 2018 and 2019 and the unaudited financial information of the WYT Group for the six months ended 30 September 2019, which is extracted from the published annual reports of WYT for each of the years ended 31 March 2017, 2018 and 2019 and the published interim report of WYT for the six months ended 30 September 2019, respectively.”

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	Six Months
	ended
	30 September	Year	ended 31 March
	2019	2019	2018	2017
	(HK$’000)	(HK$’000)	(HK$’000)	(HK$’000)
	unaudited	audited	audited	audited
Revenue	281,642	751,443	845,781	738,440
Profit/(loss) before taxation	32,559	81,694	(114,887)	(96,359)
Reversal of impairment losses/
(impairment losses) on
financial assets, net	6,622	82,767	(2,327)	–
Income tax credit/(expenses)	(468)	(7,448)	(2,281)	2,432
Profit/(loss) attributable to:
– owners of the parent	32,213	74,627	(115,581)	(93,303)
– non-controlling interests	(122)	(381)	(1,587)	(624)
Total comprehensive income/
(loss) attributable to:
– owners of the parent	11,606	(88,025)	(87,834)	(71,364)
– non-controlling interests	1,232	(1,538)	(1,587)	(624)
Dividend	–	–	–	–
Earnings/(loss) per share
attributable to ordinary
equity holders of the parent:
– Basic and diluted
(HK cents)	2.62	5.98	(9.14)	(10.57)

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Page IV-5

“ Audited Consolidated Financial Statements of the WYT Group for the financial years ended 31 March 2017, 2018 and 2019 and Unaudited Consolidated Financial Statements of the WYT Group for the six months ended 30 September 2019

WYT is required to set out or refer to in the Composite Document the consolidated statement of profit or loss, the consolidated statement of financial position, the consolidated statement of cash flows and any other primary statement as shown in (i) the audited consolidated financial statements of the WYT Group for the year ended 31 March 2017 (the “ WYT 2017 Financial Statements ”); (ii) the audited consolidated financial statements of the WYT Group for the year ended 31 March 2018 (the “ WYT 2018 Financial Statements ”); (iii) the audited consolidated financial statements of the WYT Group for the year ended 31 March 2019 (the “ WYT 2019 Financial Statements ”); and (iv) the unaudited consolidated financial statements of the WYT Group for the six months ended 30 September 2019 (the “ WYT 2019 Interim Financial Statements ”), together with the significant accounting policies and notes to the relevant published accounts which are of major relevance to the appreciation of the above financial information.”

Page IV-5

“The WYT 2019 Interim Financial Statements are set out from pages 23 to 64 in the interim report of WYT for the six months ended 30 September 2019 (the “ WYT 2019 Interim Report ”) which was published on 19 December 2019 on the websites of WYT (http://www.wyth.net) and the Stock Exchange (https://www1. hkexnews.hk/listedco/listconews/sehk/2019/1219/2019121900647. pdf).

The WYT 2017 Financial Statements, the WYT 2018 Financial Statements, the WYT 2019 Financial Statements and the WYT 2019 Interim Financial Statements (but not any other part of the WYT 2017 Annual Report, the WYT 2018 Annual Report, the WYT 2019 Annual Report and the WYT 2019 Interim Report in which they respectively appear) are incorporated by reference into the Composite Document and form part of the Composite Document.”

Save as disclosed above, all other information in the Composite Document shall remain unchanged.

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Completion of the Partial Offers is subject to the Conditions being fulfilled. Accordingly, Shareholders and Convertible Noteholders, shareholders of WYT, shareholders of WOG 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 CHINA AGRI-PRODUCTS EXCHANGE （宏安集團有限公司）[*] LIMITED Tang Ching Ho 中國農產品交易有限公司 Chairman Chan Chun Hong, Thomas Chairman and Chief Executive Officer

Hong Kong, 14 January 2020

As at the date of this joint announcement, the board of directors of the Offeror comprises Mr. Chan Chun Hong, 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 or the WOG 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 WYT, CAP and WOG) 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 board of directors of WYT 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.

• For identification purpose only

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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 or the WOG 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 CAP and WOG) 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 board of directors of WOG 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 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 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.

As at the date of this joint announcement, the board of directors of CAP 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 or the WOG 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 and WOG) 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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