Wang On Group Limited — Proxy Solicitation & Information Statement 2025

Jun 17, 2025

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

WANG ON GROUP LIMITED

（宏安集團有限公司）*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of Wang On Group Limited (the "Company") will be held at 27/F, Neich Tower, 128 Gloucester Road, Wanchai, Hong Kong on Friday, 4 July 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment, the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT:

(i) the Sale and Leaseback Arrangement (as defined below) (a copy of each of the Sale and Leaseback Agreement I (as defined below) and the Sale and Leaseback Agreement II (as defined below) has been produced in this meeting and marked “A1” and “A2” respectively and initialled by the chairman of the meeting for identification purpose) and the implementation thereof be and are hereby approved, confirmed and ratified;

(ii) any one director of the Company (the "Director") be and is hereby authorised to do all such acts and things as the Director in his/her sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Sale and Leaseback Arrangement (as defined below) and the transactions contemplated thereunder and the implementation thereof; and

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(iii) for the purpose of this resolution:

Sale and Leaseback Agreement I means the conditional sale and leaseback agreement dated 20 May 2025 entered into among Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) (“Haier”) (as the lessor), Luoyang Hongjin Agricultural and By-Product Exchange Market Limited (洛陽宏進農副產品批發市場有限公司) (as the lessee) and Puyang Hongjin Agricultural By-Products Wholesale Marketplace Limited* (濮陽宏進農副產品批發市場有限公司) (as the lessee) (collectively, the “Co-Lessees”) in respect of the sale of certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment (the “Leased Assets I”) by the Co-Lessees to Haier and the leaseback of the Leased Assets I to the Co-Lessees;

Sale and Leaseback Agreement II means the conditional sale and leaseback agreement dated 20 May 2025 entered into among Haier and the Co-Lessees in respect of the sale of certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment (the “Leased Assets II”, together with the Leased Assets I, the “Leased Assets”) by the Co-Lessees to Haier and the leaseback of the Leased Assets II to the Co-Lessees; and

Sale and Leaseback Arrangement means the sale of the Leased Assets by the Co-Lessees to Haier and the leaseback of the Leased Assets to the Co-Lessees.”

By Order of the Board

WANG ON GROUP LIMITED

(宏安集團有限公司)*

Cheung Lap Kei

Group Chief Financial Officer & Company Secretary

Hong Kong, 18 June 2025

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

Head office and principal
place of business in Hong Kong:
Suite 3202, 32/F., Skyline Tower
39 Wang Kwong Road
Kowloon Bay
Kowloon
Hong Kong

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Notes:

1. A form of proxy for use at the SGM is enclosed.

2. The register of members of the Company will be closed from Monday, 30 June 2025 to Friday, 4 July 2025 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the eligibility to attend and vote at the SGM or any adjourned meeting thereof (as the case may be), all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m., on Friday, 27 June 2025.

3. A member entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one proxy or, if such member is a holder of more than one share of the Company, more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

4. In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

5. Completion and delivery of the form of proxy will not preclude members from attending and voting at the SGM or any adjournment thereof (as the case may be) should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Where there are joint holders of any shares of the Company, any one of such holders may vote at the SGM either personally or by proxy in respect of such shares as if he/she was solely entitled thereto provided that if more than one of such joint holders be present at the SGM whether personally or by proxy, the person whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint holder(s).

7. The above resolution(s) will be voted by way of a poll at the SGM.

As at the date of this notice, the Board comprises Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Ms. Stephanie as executive Directors; and Mr. Wong Chun, Justein, Mr. Siu Kam Chau and Mr. Chan Yung as independent non-executive Directors.

• For identification purpose only