Wang On Group Limited — Proxy Solicitation & Information Statement 2004

Jul 27, 2004

IMPORTANT

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Wang On Group Limited, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

DISCLOSEABLE TRANSACTION

ACQUISITION OF PROPERTY

* For identification purpose only

27 July, 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

“Acquisition”	the acquisition of the Property pursuant to the Agreement
“Agreement”	the agreement dated 5 July, 2004 entered into between
	the Purchaser and the Confirmor in relation to the
	Acquisition
“associates”	as defined in the Listing Rules
“Board”	the board of Directors
“Company”	Wang On Group Limited, a company incorporated in
	Bermuda and the shares of which are listed on the Stock
	Exchange
“Confirmor”	Asia Champion Trading Limited, the confirmor under
	the Agreement, which and the ultimate beneficial owner
	of which are Independent Third Parties
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“Independent Third Party(ies)”	(an) independent third party(ies) not connected with the
	Directors, chief executive or substantial shareholders of
	the Company or any of its subsidiaries or their respective
	associates (as defined in the Listing Rules)
“Latest Practicable Date”	23 July, 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Property”	Ground floor and cockloft, No. 203 Tung Choi Street,
	Mongkok, Kowloon, Hong Kong
“Purchaser”	Hansun Investment Limited, a wholly-owned subsidiary
	of the Company

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DEFINITIONS

“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shares”	ordinary shares of HK$0.10 each in the share capital of
	the Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Snowberg Limited, which and the ultimate beneficial
	owner of which are Independent Third Parties, being the
	vendor in relation to the sale and purchase of the Property
“WYT”	Wai Yuen Tong Medicine Holdings Limited, a company
	listed on the Stock Exchange

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Tang Ching Ho (Chairman and Managing Director) Ms. Yau Yuk Yin (Deputy Chairman) and Deputy Managing Director) Mr. Chan Chun Hong, Thomas

Registered office: Clarendon House 2 Church Street 41 Cedar Avenue Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Dr. Lee Peng Fei, Allen, CBE, JP Mr. Wong Chun, Justein, MBE, JP Dr. Siu Yim Kwan, Sidney, S.B.St.J.

Head office and principal place of business: 5th Floor Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

27 July, 2004

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY

The Directors announced on 6 July, 2004 that Hansun Investment Limited, a whollyowned subsidiary of the Company, had entered into the Agreement with the Confirmor to acquire the Property at a consideration of HK$19,800,000. An assignment dated 5 July, 2004 was also entered into among the Purchaser, the Confirmor and the Vendor in relation to the sale and purchase of the Property.

The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with further information on the Acquisition.

* For identification purpose only

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LETTER FROM THE BOARD

THE AGREEMENT

Date	:	5 July 2004
Confirmor	:	Asia Champion Trading Limited (the Confirmor and its ultimate
		beneficial owner are Independent Third Parties)
Purchaser	:	Hansun Investment Limited, a wholly-owned subsidiary of the
		Company
Property	:	Ground floor and cockloft, No. 203 Tung Choi Street, Mongkok,
		Kowloon, Hong Kong, with a total gross floor area of
		approximately 1,870 square feet, for commercial use
Consideration	:	HK$19,800,000, payment by cash on 5 July 2004

The Agreement was entered into between the Purchaser and the Confirmor pursuant to which the parties have agreed on the sale and purchase of the Property. The Property was acquired subject to two existing tenancies with a monthly rental of HK$67,000 and HK$10,000 respectively, both expiring on 31 May 2006. An assignment dated 5 July 2004 was also signed among the Purchaser, the Confirmor and the Vendor in relation to the sale and purchase of the Property.

The Agreement was completed upon payment of the consideration for the purchase of the Property on 5 July 2004. The Directors confirm that the consideration for the Property have been determined after arm’s length negotiations between the Confirmor and the Purchaser by reference to the market value of similar properties in the same location.

REASONS FOR AND BENEFITS OF THE ACQUISITION OF THE PROPERTY

The Group is principally engaged in the management and sub-licensing of Chinese wet markets, shopping centres and car parks, retail business, property development and property investment. It also has interests in the pharmaceutical business through its investments in WYT. So far as the Company knows, the Confirmor is a property investment company.

The Directors consider that the Acquisition will bring an increase in the earnings of the Group by the rental income of HK$77,000 per month in aggregate (or HK$924,000 per annum), without significant influence to the assets and liabilities of the Group. Therefore, the Directors believe that the acquisition of the Property represents an investment opportunity for the Group with rental income as well as enhancing its property portfolios. The acquisition of the Property was funded by internal resources of the Group.

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LETTER FROM THE BOARD

The Directors are of the view that the acquisition of the Property is in the interest of the Company and the terms of the Agreement are on normal commercial terms, which are fair and reasonable as far as the Shareholders of the Company are concerned.

The Directors comprises three executive Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and three independent non-executive Directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein and Dr. Siu Yim Kwan, Sidney.

Yours faithfully, For and on behalf of

Wang On Group Limited Tang Ching Ho Chairman and Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests and short positions of each Director or chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange, were as follows:

Interests in shares

	Capacity in	Number of	Approximate %
	which such	shares of	of the issued
Name of Director	interests are held	the Company	share capital
		(Note 1)
Mr. Tang Ching Ho	Corporate_(Note 2)_	2,247,227(L)	1.54%
(“Mr. Tang”)	Personal	1,268,355(L)	0.87%
	Family_(Note 3)_	1,268,354(L)	0.87%
	Other_(Note 4)_	25,563,463(L)	17.52%
Ms. Yau Yuk Yin	Personal	1,268,354(L)	0.87%
(“Ms. Yau”)	Family_(Note 5)_	29,079,045(L)	19.92%

Notes:

1. The letter “ L” denotes a long position in shares.

2. Mr. Tang was interested in these shares through Caister Limited, a company which is wholly and beneficially owned by him.

3. Mr. Tang was taken to be interested under the SFO in those shares in which his spouse, Ms. Yau, was interested.

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GENERAL INFORMATION

APPENDIX

1. Agreements (the “Agreements”) were entered into between Middlemore Limited, a company wholly and beneficially owned by Mr. Tang, and (i) Ms. Tang Mui Fong; (ii) Ms. Tang Mui Fun, Karen and (iii) Mr. Yau Yuk Tong, all being the relatives of Mr. Tang, as a result of which, and for the purpose of sections 317(l)(a) and 318 of the SFO, Mr. Tang was taken to be interested in the shares owned by them.

2. Ms. Yau was taken to be interested under the SFO in those shares in which her spouse, Mr. Tang, was interested.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which he was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listing Companies in the Listing Rules, to be notified to the Company and the Stock Exchange.

3. PERSONS WHO HAVE AN INTEREST OR SHORT POSITION WHICH IS DISCLOSEABLE UNDER DIVISIONS 2 AND 3 OF PART XV OF THE SFO AND SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (not being a Director or chief executive of the Company) had, or were deemed or taken to have interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital:

		Approximate %
	Number of shares	of the issued
Name of shareholder	of the Company	share capital
	(Note 1)
Caister Limited	30,347,399 (L)(Note 2)	20.79%
Ms. Tang Mui Fong	30,347,399 (L)(Note 2)	20.79%
Mr. Yau Yuk Tong	30,347,399 (L)(Note 2)	20.79%
Ms. Tang Mui Fun, Karen	30,347,399 (L)(Note 2)	20.79%
Ms. Chan Yuk Kuen (“Ms. Chan”)	30,347,399 (L)(Note 3)	20.79%

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GENERAL INFORMATION

APPENDIX

Notes:

1. The letter “L” denotes a long position in shares.

2. Pursuant to the Agreements, Caister Limited, Ms. Tang Mui Fong, Mr. Yau Yuk Tong and Ms. Tang Mui Fun, Karen were taken to be interested in the 30,347,399 shares for the purpose of sections 317(l)(a) and 318 of the SFO.

3. Ms. Chan was taken to be interested under the SFO in those shares in which her spouse, Mr. Yau Yuk Tong was interested.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors knows of any person (not being a Director or chief executive of the Company) who had an interest or short position in shares or underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or held any option in respect of such capital.

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group (excluding contracts expiring or determinable by the Company within one year without payment of compensation other than statutory compensation).

6. GENERAL

1. The registered office of the Company is at Clarendon House, 2 Church Street, 41 Cedar Avenue, Hamilton HM 11, Bermuda.

2. The head office and principal place of business of the Company in Hong Kong is at 5th Floor, Wai Yuen Tong Medicine Building, 9 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.

3. The company secretary of the Company is Ms. Li Yu Lian, Kelly. She is an associate member of The Institute of Chartered Secretaries and Administrators.

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GENERAL INFORMATION

APPENDIX

1. The branch share registrar of the Company in Hong Kong is Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

2. The English text of this circular shall prevail over the Chinese text in the case of inconsistency.

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