THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your securities in Wang On Group Limited (宏安集團有限公司)*, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

WANG ON GROUP LIMITED

（宏安集團有限公司）*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

(1) MAJOR TRANSACTION IN RELATION TO

THE SALE AND LEASEBACK ARRANGEMENT

AND

(2) NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 6 to 16 of this circular.

A notice convening the SGM to be held at 27/F, Neich Tower, 128 Gloucester Road, Wanchai, Hong Kong on 4, July 2025 at 11:00 a.m. is set out on pages SGM-1 to SGM-3 of this circular.

Whether or not you are able to attend and vote in person at the SGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 but in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case maybe). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

18 June 2025

For identification purpose only

CONTENTS

Page

Definitions ... 1
Letter from the Board ... 6
Appendix I — Financial Information of the Group ... I-1
Appendix II — Valuation Report of the Leased Assets ... II-1
Appendix III — General Information ... III-1
Notice of the SGM ... SGM-1

DEFINITIONS

In this circular, unless the context otherwise specifies, the following expressions have the following meanings:

"Accounts Receivable Pledge Agreement"
the accounts receivable pledge agreements to be entered into between Luoyang Hongin and Haier corresponding to the respective Sale and Leaseback Agreements

"associate(s)", "connected person(s)", "controlling shareholder(s)", "percentage ratio(s)" and "subsidiary(ies)"
each has the meaning as ascribed to it under the Listing Rules

"Board"
the board of the Directors

"CAP"
China Agri-Products Exchange Limited 中國農產品交易有限公司, an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 0149) and an approximately 57.09%-owned listed subsidiary of the Company

"CAP Group"
CAP and its subsidiaries

"CAP Shares"
the ordinary share(s) with a nominal value of HK$0.01 each in the issued share capital of CAP

"CF Equity Pledge Agreement"
the equity pledge agreement to be entered into between Crown Fortress and Haier

"Company"
Wang On Group Limited (宏安集團有限公司), an exempted company incorporated in Bermuda with limited liability whose Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1222)

"Co-Lessees"
collectively, Luoyang Hongjin and Puyang Hongjin

"Crown Fortress"
Crown Fortress Limited 冠集有限公司, a limited liability company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the CAP

DEFINITIONS

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"Haier"
Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司), a limited liability company established under the laws of the PRC

"Henan Gangan"
Henan Gangan Agricultural and By-Products Company Limited (河南港安農副產品有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of CAP

"HG Equity Pledge Agreement"
the equity pledge agreement to be entered into between Henan Gangan and Haier

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong" or "HK"
the Hong Kong Special Administrative Region of the PRC

"Hongjin"
Hongjin Agri-Products Group Limited (宏進農副產品集團有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of CAP

"Latest Practicable Date"
13 June 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

"Leased Assets"
collectively, the Leased Assets I and the Leased Assets II

"Leased Assets I"
certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment which were sold by the Co-Lessees to Haier and leased back to the Co-Lessees pursuant to the sale and leaseback arrangement under the Sale and Leaseback Agreement I

DEFINITIONS

"Leased Assets II"
certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment which were sold by the Co-Lessees to Haier and leased back to the Co-Lessees pursuant to the sale and leaseback arrangement under the Sale and Leaseback Agreement II

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Luoyang Hongjin"
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), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of CAP

"Mr. Tang"
Mr. Tang Ching Ho, the chairman of the Company and an executive Director and a controlling Shareholder

"PRC"
the People's Republic of China, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Previous Sale and Leaseback Arrangement"
the sale and leaseback arrangement forming the subject matter of the joint announcement of CAP and the Company dated 2 January 2025

"Puyang Hongjin"
Puyang Hongjin Agricultural By-Products Wholesale Marketplace Limited* (濮陽宏進農副產品批發市場有限公司), a limited liability company established under the laws of the PRC and a 75%-owned subsidiary of CAP

"RMB"
Renminbi, the lawful currency of the PRC

"Sale and Leaseback Agreement I"
the conditional sale and leaseback agreement dated 20 May 2025 entered into between Haier and the Co-Lessees in respect of the sale of the Leased Assets I by the Co-Lessees to Haier and the leaseback of the Leased Assets I to the Co-Lessees

DEFINITIONS

"Sale and Leaseback Agreement II"
the conditional sale and leaseback agreement dated 20 May 2025 entered into between Haier and the Co-Lessees in respect of the sale of the Leased Assets II by the Co-Lessees to Haier and the leaseback of the Leased Assets II to the Co-Lessees

"Sale and Leaseback Agreements"
collectively, the Sale and Leaseback Agreement I and Sale and Leaseback Agreement II

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

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"SGM"
the special general meeting of the Company to be convened and held for the purpose of, among others, approving the Sale and Leaseback Arrangement

"Share(s)"
the ordinary share(s) with a nominal value of HK$0.01 each in the issued share capital of the Company

"Shareholder(s)"
the holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"WOP"
Wang On Properties Limited 宏安地產有限公司, an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1243) and a 75%-owned listed subsidiary of the Company

"WOP Group"
WOP and its subsidiaries

DEFINITIONS

"WYT"
Wai Yuen Tong Medicine Holdings Limited (位元堂藥業控股有限公司*), an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 0897) and an approximately 72.02%-owned listed subsidiary of the Company

"WYT Group"
WYT and its subsidiaries

"%
per cent

For the purpose of this circular, unless otherwise specified, the conversion of HK$ into RMB is based on the approximate exchange rate from HK$1 to RMB0.92146. The exchange rate is adopted for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rate at all.

LETTER FROM THE BOARD

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, GBS, JP (Chairman)

Ms. Yau Yuk Yin (Deputy Chairman)

Ms. Stephanie

Independent non-executive Directors:

Mr. Wong Chun, Justein, BBS, MBE, JP

Mr. Siu Kam Chau

Mr. Chan Yung, SBS, JP

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

18 June 2025

To the Shareholders

Dear Sir or Madam,

(1) MAJOR TRANSACTION IN RELATION TO

THE SALE AND LEASEBACK ARRANGEMENT

AND

(2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the joint announcement dated 20 May 2025 issued by the Company and CAP in relation to, among others, the Sale and Leaseback Arrangement. On 20 May 2025, Luoyang Hongjin (a wholly-owned subsidiary of CAP) (as lessee) and Puyang Hongjin (a

LETTER FROM THE BOARD

75%-owned subsidiary of CAP) (as lessee) entered into (i) the Sale and Leaseback Agreement I in respect of the sale and leaseback of the Leased Assets I at a sale price of RMB51.0 million (equivalent to approximately HK$55.3 million); and (ii) the Sale and Leaseback Agreement II in respect of the sale and leaseback of the Leased Assets II at a sale price of RMB20.4 million (equivalent to approximately HK$22.1 million) with Haier (as lessor).

The purpose of this circular is to provide you with, among other things, (a) further particulars of the Sale and Leaseback Arrangement; (b) a valuation report on the Leased Assets; (c) a notice convening the SGM; and (d) other information as required by the Listing Rules.

SALE AND LEASEBACK ARRANGEMENT

1. THE SALE AND LEASEBACK AGREEMENTS

The principal terms of the Sale and Leaseback Agreements are summarised below.

Date

20 May 2025

Parties

(i) Luoyang Hongjin (as lessee);
(ii) Puyang Hongjin (as lessee); and
(iii) Haier (as lessor)

Sale Price and Payment

The sale price payable under the Sale and Leaseback Agreement I and Sale and Leaseback Agreement II is RMB51.0 million (equivalent to approximately HK$55.3 million) and RMB20.4 million (equivalent to approximately HK$22.1 million) respectively.

The respective sale price was determined after arm's length negotiations with reference to various factors considered and agreed between the parties including the value of the Leased Assets as estimated by the Co-Lessees and Haier respectively and a loan-to-value ratio which is acceptable to Haier.

LETTER FROM THE BOARD

After deducting the security deposit of (i) RMB1.0 million (equivalent to approximately HK$1.1 million) in respect of the Sale and Leaseback Agreement I; and (ii) RMB0.4 million (equivalent to approximately HK$0.4 million) in respect of the Sale Leaseback Agreement II, the net sale price of (i) RMB50.0 million (equivalent to approximately HK$54.3 million); and (ii) RMB20.0 million (equivalent to approximately HK$21.7 million) shall be respectively paid by Haier to the Co-Lessees within 10 business days after the fulfilment of the following conditions:

(i) Haier having received a receipt from the Co-Lessees in the amount of the sale price under the respective Sale and Leaseback Agreements;

(ii) Haier having received a payment notice issued by the Co-Lessees in respect of this payment under the respective Sale and Leaseback Agreements;

(iii) Haier having received the relevant documents confirming completion of the equity pledge registration under the HG Equity Pledge Agreement;

(iv) Haier having received the relevant documents confirming completion of the equity pledge registration under the CF Equity Pledge Agreement;

(v) Haier having received the relevant documents confirming completion of the accounts receivable pledge registration under the Accounts Receivable Pledge Agreements;

(vi) Haier having received screenshots of fixed assets ledger corresponding to the respective Leased Assets provided by the Co-Lessees with their official stamps;

(vii) Haier having received a checking and acceptance confirmation letter of the respective Leased Assets issued by the Co-Lessees; and

(viii) Haier having received videos or photographs of the respective Leased Assets provided by the Co-Lessees.

Leased Assets

The Leased Assets comprise certain construction projects located in Puyang City and Luoyang City involving sheds and certain equipment owned by the Co-Lessees.

LETTER FROM THE BOARD

Based on internal estimation, the unaudited book value of the Leased Assets I and Leased Assets II as at 28 February 2025 was approximately RMB39.1 million (equivalent to approximately HK$42.4 million) and approximately RMB12.2 million (equivalent to approximately HK$13.3 million) respectively. According to RHL Appraisal Limited, the Leased Assets are valued at RMB79.7 million (equivalent to approximately HK$86.5 million) as at 30 April 2025. The valuation amount is lower than the sale price payable under the Sale and Leaseback Arrangements as a result of the application of a loan-to-value ratio.

Lease Term

36 months

Total Lease Payment

The total lease payment is approximately (i) RMB53.8 million (equivalent to approximately HK$58.4 million) in respect of the Sale and Leaseback Agreement I; and (ii) RMB21.5 million (equivalent to approximately HK$23.3 million) in respect of the Sale and Leaseback Agreement II, including the finance lease payment and the retention fee of RMB100.0 (equivalent to approximately HK$108.5), which was determined after arm's length negotiations with reference to the sale price of the Leased Assets and the prevailing market interest rates (noting that the above 5-year National Interbank Funding Centre's Loan Prime Rate (LPR) was 3.5%) and trading terms of similar finance lease arrangements.

After the Sale and Leaseback Agreements becoming effective, Haier shall have the rights to make adjustments to the lease payment in accordance with the adjustments of the loan prime rate published by the People's Bank of China. The actual lease payment amount shall be confirmed in the actual lease payment schedule (實際租金支付表) and the lease adjustment notice (租金調整通知書) issued by Haier.

Security Deposit

The total security deposit payable under the Sale and Leaseback Agreement I and the Sale and Leaseback Agreement II is RMB1.0 million (equivalent to approximately HK$1.1 million) and RMB0.4 million (equivalent to approximately HK$0.4 million) respectively.

For each of the Sale and Leaseback Agreements, the respective security deposit shall be deducted from the sale price payable to the Co-Lessees.

LETTER FROM THE BOARD

Haier shall have the rights to use the security deposit to set off any amount due and payable by the Co-Lessees under the Sale and Leaseback Agreements and the Co-Lessees shall top up the security deposit to its original amount in such cases.

Each security deposit shall be used to set off the final portion(s) of the lease payment and the retention fee to be made by the Co-Lessees provided that there are no default events or the default events have been rectified. Haier shall return any remaining balance of the security deposit free of interests to the Co-Lessees.

Ownership of the Leased Assets

The ownership of the Leased Assets shall be transferred to Haier upon issuance of a checking and acceptance confirmation letter for the respective Leased Assets by the Co-Lessees.

Upon expiration of the lease term, provided that there are no continuing default events, and subject to the receipt of all lease payments and other receivables under the Sale and Leaseback Agreements, Haier shall transfer the ownership of the Leased Assets to the Co-Lessees on an "as-is" basis.

Effectiveness of the Sale and Leaseback Agreements

The Sale and Leaseback Agreements shall come into effect upon the fulfilment of the following conditions:

(i) Haier having received the original resolution(s) or other similar documents issued by the internal authority(ies) of the Co-Lessees consenting to the transactions contemplated under the respective Sale and Leaseback Agreements;

(ii) Haier having received the original resolution(s) issued by the internal authority(ies) of the corporate guarantor(s) consenting to provide guarantee(s) for the Co-Lessees' performance under the respective Sale and Leaseback Agreements;

(iii) Hongjin having entered into the corporate guarantee agreements with Haier corresponding to the respective Sale and Leaseback Agreements;

(iv) Henan Gangan having entered into the HG Equity Pledge Agreement;

(v) Crown Fortress having entered into the CF Equity Pledge Agreement;

(vi) Luoyang Hongjin having entered into the Accounts Receivable Pledge Agreements; and

10 -

LETTER FROM THE BOARD

(vii) the Company and CAP having obtained their respective shareholders' approvals (if required) by passing all necessary resolutions (or by way of shareholders' written approval) to approve the Sale and Leaseback Arrangement.

2. GUARANTEES AND SECURITIES FOR THE SALE AND LEASEBACK ARRANGEMENT

To secure the Co-Lessees' liabilities under the respective Sale and Leaseback Agreements, the following guarantees and securities have been provided to Haier:

(i) Hongjin has agreed to provide a joint liability guarantee;

(ii) Luoyang Hongjin has pledged all income and collection rights from its commercial property rentals, management fees, and vehicle entry fees; and

(iii) each of Henan Gangan and Crown Fortress has pledged all of its equity interests in Luoyang Hongjin.

FINANCIAL EFFECTS AND INTENDED USE OF PROCEEDS OF THE SALE AND LEASEBACK ARRANGEMENT

According to the Hong Kong Financial Reporting Standard 16, the Sale and Leaseback Arrangement will be accounted for as a financing arrangement and will not give rise to any gain or loss recognised in the income statement of the Group. Upon expiry of the lease term, the ownership of the Leased Assets can be transferred back to the Group upon payment of a nominal retention amount. Therefore, in substance and in terms of accounting treatment, the Sale and Leaseback Arrangement is effectively equivalent to borrowing a secured loan. There is no transfer of possession or use of the assets by Haier under the Sale and Leaseback Arrangement.

Therefore, the Directors consider that there is increase in cash and cash equivalents and increase in other loan upon implementation of the Sale and Leaseback Arrangement.

Save as disclosed above, the Sale and Leaseback Arrangement is not expected to have any material impact on the Group's assets and liabilities or earnings. The final financial impact on the Group will be subject to the audit to be performed by the auditor of the Company.

The Group intends to apply the net proceeds from the Sale and Leaseback Arrangement towards the repayment of its interest-bearing borrowings, general operation and working capital purposes.

11 -

LETTER FROM THE BOARD

INFORMATION OF THE GROUP

The Group is principally engaged in (i) management and sub-licensing of fresh markets and treasury management in Hong Kong and the PRC; (ii) property investment, property development and trading, and asset management in Hong Kong through WOP; (iii) manufacturing and/or retailing of pharmaceutical and health food products through WYT; and (iv) management and sale of properties in agricultural produce exchange markets in the PRC through CAP.

INFORMATION ABOUT THE PARTIES TO THE SALE AND LEASEBACK ARRANGEMENT

The CAP Group

The CAP Group is principally engaged in the management and sale of properties in agricultural produce exchange markets in the PRC.

Luoyang Hongjin

Luoyang Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in the management and operation of the Luoyang Hongjin Agricultural and By-Product Exchange Market (洛陽宏進農副產品交易市場). It is a wholly-owned subsidiary of CAP as at the Latest Practicable Date.

Puyang Hongjin

Puyang Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in agricultural produce exchange market operation and property sales. It is a 75%-owned subsidiary of CAP as at the Latest Practicable Date.

Hongjin

Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in investment holding. It is a wholly-owned subsidiary of CAP as at the Latest Practicable Date.

Henan Gangan

Henan Gangan is a limited liability company established under the laws of the PRC and is principally engaged in investment holding. It is a wholly-owned subsidiary of CAP as at the Latest Practicable Date.

12 -

LETTER FROM THE BOARD

Crown Fortress

Crown Fortress is a limited liability company incorporated under the laws of Hong Kong and is principally engaged in investment holding. It is a wholly-owned subsidiary of CAP as at the Latest Practicable Date.

Haier

Haier is a limited liability company established under the laws of the PRC and is principally engaged in financial leasing and financial services in the PRC. Based on publicly available information, Haier is owned as to approximately 38.97%, 32.30% and 28.73% by Haier Group (Qingdao) Finance Holding Co., Ltd. (海爾集團(青島)金盈控股有限公司), Shanghai Haizhu Yunju Enterprise Management Consulting Partnership (Limited Partnership) (上海海鑄雲聚企業管理諮詢合夥企業(有限合夥)) and Haier International Co., Limited respectively.

Pursuant to further details from publicly available information, (i) Haier Group (Qingdao) Finance Holding Co., Ltd. (海爾集團(青島)金盈控股有限公司) and Shanghai Haizhu Yunju Enterprise Management Consulting Partnership (Limited Partnership) (上海海鑄雲聚企業管理諮詢合夥企業(有限合夥) are indirectly majority-owned by Haier Group Corporation* (海爾集團公司) (the "Haier Group") through various subsidiaries, with the remaining interests are indirectly held by funds managed on behalf of certain senior management members of the Haier Group; and (ii) Haier International Co., Limited is a wholly-owned subsidiary of Haier (HK) Investment Co., Limited, which in turn is a wholly-owned subsidiary of the Haier Group.

According to publicly available information, the nature of the Haier Group is a collectively-owned enterprise. Pursuant to the Regulation of the People's Republic of China on Urban Collectively-Owned Enterprises (2016 Revision), the property of the Haier Group, being a socialist economic organisation, is collectively owned by the working masses, subject to joint work, with distribution according to work as the principal distribution method. In light of its enterprise nature, the Haier Group has no shareholders.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Haier and its ultimate beneficial owner (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules).

13 -

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF ENTERING INTO OF THE SALE AND LEASEBACK ARRANGEMENT

By entering into of the Sale and Leaseback Arrangement, the Group would be able to manage its working capital in a more effective manner as the sale price will be paid by Haier and cash flow can be managed more efficiently through the subsequent leasing arrangement. The operations of the Group would not be adversely affected by the sale of the Leased Assets as such assets will be immediately leased back to the Co-Lessees.

The Directors are of the opinion that the terms of the Sale and Leaseback Arrangement (including the sale price and the total lease payments), which have been determined on an arm's length basis, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Sale and Leaseback Arrangement, on a stand-alone basis and also on an aggregated basis with the Previous Sale and Leaseback Arrangement, exceeds 25% but is less than 75% for the Company, the entering into of the Sale and Leaseback Arrangement constitutes a major transaction for the Company under Rule 14.07 of the Listing Rules.

No Director has a material interest in the Sale and Leaseback Arrangement and is required to abstain from voting on the Board resolutions of the Company to approve any of the same.

The Shareholders who have a material interest in the Sale and Leaseback Arrangement and their respective associates (as defined in the Listing Rules) are required to abstain from voting on the relevant resolution(s) at the SGM. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder has a material interest in relation to the Sale and Leaseback Arrangement and is required to abstain from voting at the SGM.

SPECIAL GENERAL MEETING

The SGM will be held for the purpose of considering and, if thought fit, approving, among other things, the Sale and Purchase Arrangement and the transactions contemplated thereunder.

The register of members of the Company will be closed from Monday, 30 June 2025 to Friday, 4 July 2025 (both dates inclusive) for determining the identity of the Shareholders entitled to attend and vote at the SGM. No transfer of Shares will be registered during the book closure periods.

14 -

LETTER FROM THE BOARD

A notice convening the SGM at which ordinary resolution(s) will be proposed to the Shareholders to consider and, if thought fit, approve, among other things, the Sale and Leaseback Arrangement and the transactions contemplated thereunder, is contained on pages SGM-1 to SGM-3 of this circular.

A form of proxy for the use at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the 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 as soon as possible and in any event not less than 48 hours before the time of the SGM (i.e. at or before 4:30 p.m. on Friday, 27 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

In accordance with Rule 13.39(4) of the Listing Rules and the bye-laws of the Company, the voting of the Shareholders at the SGM will be taken by poll. The results of the poll will be published on the websites of the Company and the Stock Exchange.

RECOMMENDATION

Your attention is drawn to the letter and valuation report of RHL Appraisal Limited (an independent valuer appointed by WOG) with respect to their valuations of the Leased Assets as at 30 April 2025, which is set out in Appendix II to this circular.

The Shareholders are advised to read the aforesaid letter and report before deciding how to vote at the SGM.

For the reasons set out above, the Directors consider that the terms of the Sale and Leaseback Arrangement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors would recommend the Shareholders to vote in favour of the resolution(s) at the SGM for the Sale and Leaseback Arrangement and the transactions contemplated thereunder and the implementation thereof.

SPECIAL NEEDS

If you have any particular access request or special needs for participating in the SGM, please do not hesitate to contact the Company via email at [email protected] or by telephone at (852) 2312 8288 on or before 27 June 2025.

15 -

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,
For and on behalf of the Board
WANG ON GROUP LIMITED
(宏安集團有限公司)*
Tang Ching Ho
Chairman and Executive Director

For identification purpose only

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION

Financial information of the Group for each of the three years ended 31 March 2022, 2023 and 2024 and the six months ended 30 September 2024 are disclosed in the annual reports of the Company for the financial years ended 31 March 2022 (pages 149 to 392), 31 March 2023 (pages 140 to 380), and 31 March 2024 (pages 134 to 379) and the interim report of the Company for the six months ended 30 September 2024 (pages 47 to 96), respectively, which are published on both the websites of Stock Exchange (www.hkexnews.hk) and the Company (www.wangon.com) and which can be accessed by the direct hyperlinks below.

(1) annual report of the Company for the financial year ended 31 March 2022:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0722/2022072200803.pdf

(2) annual report of the Company for the financial year ended 31 March 2023:
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0727/2023072701444.pdf

(3) annual report of the Company for the financial year ended 31 March 2024:
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0725/2024072501051.pdf

(4) interim report of the Company for the six months ended 30 September 2024:
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1220/2024122000789.pdf

2. INDEBTEDNESS STATEMENT

As at the close of business on 30 April 2025, being the latest practicable date for the purpose of ascertaining information contained in this indebtedness statement set out in this circular, the Group had outstanding bank and other loans and unsecured notes of approximately HK$4,746.7 million, of which bank and other loans with an aggregate amount of approximately HK$2,638.2 million were secured by the Group's property, plant and equipment, investment properties and certain rental income generated therefrom, trade receivables, properties held for sale, properties under development, pledged deposit, financial assets at fair value through profit or loss, loan and interest receivables and share charges in respect of the entire interests of certain subsidiaries of the Group, which are engaged in agricultural produce exchange market operation, property investment and development. The Group also provided guarantee(s) to banks in respect of banking facilities extended to joint ventures and customers in favour of certain banks for the loans provided by the

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

bank in an amount not exceeding approximately HK$425.0 million and HK$16.3 million, respectively. Moreover, the Group's lease liabilities amounted to approximately HK$555.5 million as at 30 April 2025.

Save as otherwise disclosed above, and apart from intra-group liabilities and normal trade payables, the Group did not have, at the close of business on 30 April 2025, any other debt securities issued and outstanding, or authorised or otherwise created but unissued, any other term loans, any other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, any other mortgages and charges or any guarantees or material contingent liabilities.

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date and to the best knowledge of the Directors, there was no material adverse change in the financial or trading position of the Group since 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up.

4. WORKING CAPITAL STATEMENT

Taking into account the Sale and Leaseback Arrangement and the financial resources available to the Group, including internally generated funds and available banking facilities of the Group, the Directors, after due and careful enquiry, are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this circular.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is engaged in the businesses of the management of fresh market and treasury management. Meanwhile, it is also engaged in operation of developing residential and commercial properties for sale and investing in commercial and industrial properties for investment return and capital appreciation through its subsidiary, WOP, as well as the manufacturing and retailing of Chinese and western pharmaceutical through its subsidiary, WYT, and management and sales of properties in agricultural produce exchange markets in the PRC through its subsidiary, CAP. There is no change in the Group's principal activities since 31 March 2024, being the date on which the latest published audited consolidated financial statements of the Group were made up, and there is not expected to be any change to the Group's principal business as a result of completion of the Sale and Leaseback Arrangement.

I-2 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Hong Kong's economy is facing challenges as a major global hub for finance, transport and trade, supported by mainland China. The Hong Kong government is rolling out strategies to draw in international businesses, investments and talent, boosting Hong Kong's competitiveness. In 2024, the Hong Kong economy grew moderately, with a real gross domestic product (GDP) increase of 2.5%, while GDP is projected to grow by 2.3% in 2025. The slightly slowdown is mainly attributed to weaker trade flows amid escalating trade tensions between the United States and the mainland China, which directly impact Hong Kong due to its role as a regional trade hub.

For the WOP Group, the real estate sector is particularly vulnerable to external influences. Ongoing uncertainty regarding the global economic recovery means that fluctuations in international financial markets can directly affect property dynamics in Hong Kong. Buyers often look for stability before making major investments. To navigate these challenges, the WOP Group is intensifying its efforts to sell residential and commercial projects while implementing a cautious risk management strategy. The WOP Group will closely monitor market developments and adapt our pricing and marketing approaches as necessary.

The fresh market business has been profitable and generated positive cash flow for decades. However, it now faces heightened competition from online shopping and delivery services, along with challenges from weak economic conditions and changing consumer spending, especially as Hong Kong residents travel to mainland China. To address these issues, the Group is stabilizing its fresh market portfolio by enhancing communication and collaboration with landlords to create mutually beneficial partnerships. This approach ensures suitable locations for fresh markets and supports diverse consumer preferences. By leveraging its expertise and resources, the Group aims to optimize operations, achieve economies of scale, and improve efficiency, leading to cost savings and better customer service.

WYT is dedicated to offering high-quality Traditional Chinese Medicine consultation services, emphasizing personalized care to meet individual customer needs. WYT is enhancing its Customer Relationship Management system to build stronger, trust-based relationships for long-term, mutually beneficial engagements. The Guangdong-Hong Kong-Macau Greater Bay Area policy presents significant growth opportunities for the Chinese pharmaceutical and health food sectors. WYT is strategically positioned to capitalize on these by aligning its business strategies with regional dynamics and investing in cross-border e-commerce to boost brand presence. By focusing on exceptional service, strengthening customer relationships, and leveraging the Greater Bay Area policy, WYT aims to navigate market uncertainties and achieve lasting success in the industry.

I-3 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the CAP Group, consumer spending was cautious, and the decline in the Chinese real estate market hindered economic growth, affecting the CAP Group's operations focused on the PRC agricultural products market. Looking ahead, the CAP Group plans to build a nationwide agricultural produce exchange network by leveraging its industry leadership, replicable business model, advanced management system, IT infrastructure, and quality customer service. To seize new business opportunities, the CAP Group is expanding its operations in the PRC through partnerships using an "asset light" strategy.

The Group is well-prepared to tackle global economic uncertainties currently by closely monitoring changes, risks, and assets, and adopting a proactive management approach. Their commitment to seizing development opportunities and delivering solid returns to shareholders demonstrates their determination to thrive despite challenges. With a healthy financial position and a diversified business portfolio, the Group is well-equipped to weather economic fluctuations and continue growing. This diversification provides the flexibility needed to navigate uncertain conditions and serves as a strategic advantage. The Group's confidence in sustained growth and long-term value creation for stakeholders is bolstered by their strategic investments and prudent decision-making.

I-4 -

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

The following is the text of a letter, summary of values and valuation report, prepared for the purpose of incorporation in this Circular received from RHL Appraisal Limited, an independent valuer, in connection with its valuation of the properties held by CAP Group as at 30 April, 2025.

永利行評值顧問有限公司
RHL Appraisal Limited
Corporate Valuation & Advisory

T +852 3408 3188
F +852 2736 9284

Room 1010,10/F, Star House,
Tsimshatsui, Hong Kong

18 June 2025

The Board of Directors
Wang On Group Limited
Suite 3202, 32/F,
Skyline Tower,
39 Wang Kwong Road,
Kowloon Bay,
Kowloon,
Hong Kong

Dear Sirs / Madam,

INSTRUCTIONS

We refer to your instruction for us to value various properties (the "Properties") held by China Agri-Products Exchange Limited, together with its subsidiaries (the "CAP Group") which is the subsidiary of Wang On Group Limited (the "Group"), located in the People's Republic of China (the "PRC"). We confirm that we have carried out site inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of market value of the Properties as at 30 April 2025 (the "Valuation Date").

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

BASIS OF VALUATION

The valuation is our opinion of the market value (“Market Value”) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm-length’s transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

The income approach provides an indication of value by converting projected cash flows to a single current value. Under the income approach, the value of an asset is determined by reference to the value of income, cash flow or cost savings generated by the asset.

We have valued the properties on the basis of capitalization of the market rent. Direct comparison method which is adopted for assessment of market rent based on the principle of substitution, where comparison is made based on rent realized on actual rent and/or asking rent of comparable properties. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital values.

VALUATION CONSIDERATIONS

In valuing the Properties, we have complied with all the requirements contained in Chapter 5, Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the International Valuation Standards.

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

i. the Properties will continue to be used in its present existing state in the business of the CAP Group for which they were designed, built and erected;

ii. no deleterious or hazardous materials or techniques have been used in the construction of the Properties;

iii. the Properties are connected to main services and sewers which are available on normal terms; and

iv. The CAP Group is entitled to occupy, use and lease the Properties freely in the market when assessing the reference value.

TITLE INVESTIGATION

We have been shown copies of various documents relating to the property interest. However, we have not examined the original documents to verify the existing titles to the property interest or any amendment which does not appear on the copies handed to us. We have relied considerably on the information given by the CAP Group's PRC legal advisers, Henan Shensheng Law Firm (河南申慎律師事務所), concerning the validity of the titles to the property interests.

LIMITING CONDITIONS

We have conducted on-site inspections in May 2025 by Ms. Liu Jing (MSc in Geo-information Science).

During the course of our inspections, we did not note any serious defects. However, no mechanical or structural survey has been made and we are therefore unable to report whether the Properties are free from rot, infestation or any other defects. No tests were carried out on any of the services.

We have not carried out detailed on-site measurement to verify the correctness of the areas in respect of the Properties but have assumed that the areas shown on the documents handed to us are correct. All dimensions, measurements and areas are approximate.

II-3 -

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

We have relied to a very considerable extent on the information provided by the CAP Group and have accepted advices given to us on such matters, in particular, but not limited to particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Properties.

We have had no reason to doubt the truth and accuracy of the information provided to us by the CAP Group. We have also been advised by the CAP Group that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of the legal advisers of the CAP Group. Neither have we verified the correctness of any information supplied to us concerning the Properties.

REMARKS

We have valued the Properties in Renminbi (RMB).

We enclose herewith the "summary of values" and "Property Particulars and Opinion of Value".

Yours faithfully,

For and on behalf of

RHL Appraisal Limited

Jessie X. Chen

MRICS, MSc (Real Estate), BEcon

Senior Associate Director

Lavinia C. H. Cheung

MHKIS, MRICS, MBA, BSc(Hon)

Senior Surveyor

Ms. Jessie X. Chen is a Registered Professional Surveyor (Valuation) with over 10 years' experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Chen is a Professional Member of The Royal Institution of Chartered Surveyors.

Ms. Lavinia C. H. Cheung is a Professional Surveyor (Valuation & Commercial Real Estate) of The Royal Institution of Chartered Surveyors and a Member of The Hong Kong Institute of Surveyors with over 15 years' experience in valuation properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region.

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

SUMMARY OF VALUES

| | | Market Value as at
30 April 2025
RMB |
| --- | --- | --- |
| 1. | Various sheds located at Henan Luoyang Hong-Jin
Agri-Products International Logistics Centre, west of Luoji
Expressway, Old town district, Luoyang City, Henan
Province, the PRC
位於中華人民共和國河南省洛陽市老城區洛吉快速通道西
側之洛陽宏進農副產品國際物流中心之若干大棚 | No commercial value
(reference value: RMB44,500,000.00) |
| 2. | Various buildings and structures located at Henan Puyang
Hong-Jin Agri-Products International Logistics Centre, Area
No.033, No.112 Street, Puyang City, Henan Province, the
PRC
位於中華人民共和國河南省濮陽市112街道033街坊之濮陽
宏進農副產品國際物流中心之若干房屋和建築物 | No commercial value
(reference value: RMB35,200,000.00) |
| | Total | No commercial value
(reference value: RMB79,700,000.00) |

II-5 -

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

PROPERTIES PARTICULARS AND OPINION OF VALUE

Property	Description and tenure	Particulars of occupancy	Market Value as at 30 April 2025 RMB
1. Various sheds located at Henan Luoyang Hong-Jin Agri-Products International Logistics Centre, west of Luoji Expressway, Old town district, Luoyang City, Henan Province, the PRC (位於中華人民共和國河南省洛陽市老城區洛吉快速通道西側之洛陽宏進農副產品國際物流中心之若干大棚)	The properties comprises various steel-framed sheds erected on a site which developed as an agricultural wholesale market completed in about 2012.	The properties are occupied for commercial use.	No commercial value (see note No.2 below)
	The total gross floor area of the properties are approximately 12,336.00 sq.m. (132,784 sq.ft.) with details below:
	No. GFA (sq.m.)
	B1 3,212.00
	B2 2,956.00
	B3 3,212.00
	B5 2,956.00
	Total 12,336.00
	The land use rights of the site where the properties located have been granted for terms expiring on 10 September 2052 for wholesale and retail uses.

Notes:

Pursuant to a State-owned Land Use Rights Certificate - Yu (2018) Luo Yang Shi Bu Dong Chan Quan Di No. 10658482 (豫(2018)洛陽市不動產權第10658482號), the land use rights of a site with site area of approximately 255,655.60 sq.m. have been granted to Luoyang Hongjin for a term expiring on 10 September 2052 for wholesale and retail uses.
As advised, the properties are not granted with valid property title therefore there are not any real estate title certificate available, we have attributed no commercial value to the properties as the properties can not be freely transferred in the open market.

For reference purpose only, assumed the properties are legally held by Luoyang Hongjin and free from any mortgage or third parties' encumbrances, Luoyang Hongjin is entitled to freely transfer the properties in the market, the market value of the properties as at the Valuation Date is at RMB44,500,000.00.

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

The properties are divided into various units with gross floor area ranging from 80 sq.m. to 160 sq.m. which can be occupied or tenanted for wholesale or retail uses.
Refer to the legal opinion by the CAP Group's PRC legal adviser, Henan Shensheng Law Firm (河南申慎律師事務所), dated 6 June 2025, regarding the legal title of the property, which contains, inter alia, the followings:

i. the land use right of property is legally held by Luoyang Hongjin;

ii. all land premium has been fully settled by Luoyang Hongjin;

iii. the land use right is free from any mortgage or third parties' encumbrance;

iv. in case the owner change land usage nor transfer the land use right in the market without application, the land authority may repossess the land; and

v. current occupancy or tenancy of the properties is comply with the permitted land usage.

We have identified various relevant comparable which satisfied the criteria on time, usage, condition and location.

Below are selected comparable tables:

Shop:

Comparables	A	B	C
Address	Shop unit at Jinyan Logistics Center, Jingwe Road	Shop unit at Chundu Road Wholesale Food Market, 53 Chundu Road	Shop unit at Hongjin Agricultural Wholesale Market, west of Luoji Expressway
Date of Asking	March 2025	June 2025	April 2025
Approximate gross floor area (sq.m.)	81.00	39.00	40.00
Asking rent (RMB/month)	3,240	1,248	1,000
Unit rental (RMB/sq.m./month)	40.00	32.00	25.00

We have compared the factors and made adjustments on asking discount, location, size and condition. A downward adjustment is made to the asking rent to account for the negotiated discount. For location, a downward adjustment is made to reflect a better location for comparables. A downward adjustment on unit rental is made for increase in size to reflect the marketability and affordability of the total amount, and vice versa. For condition, a downward adjustment on unit rental is made for better interior and facilities.

After making the above due adjustments, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB27.41 per sq.m. per month on the basis of gross floor area.

II-7 -

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

PROPERTIES PARTICULARS AND OPINION OF VALUE

	Property	Description and tenure	Particulars of occupancy	Market Value as at 30 April 2025 RMB
2.	Various buildings and structure located at Henan Puyang Hong-Jin Agri-Products International Logistics Centre, Area No. 033, No. 112 Street, Puyang City, Henan Province, the PRC (位於中華人民共和國河南省濮陽市112街道033街坊濮陽宏進農副產品國際物流中心之若干房屋和建築物)	The properties comprises various office, cold storages and sheds erected with an agricultural wholesale market completed in about 2004. Total gross floor area of the properties are approximately 14,263.40 sq.m. (153,530 sq.ft.). Please refer to note No. 2 for details of the properties.	The properties are occupied for office, storage and commercial use.	No commercial value (see note No. 3 below)

Notes:

Pursuant to three tenancy agreements between Puyang Hongjin and 濮陽高新區王助鄉前南旺村村民委員會, three parcels of land with total site area of 101,907.18 sq.m. (site area of 23,840.12 sq.m., 57,133.62 sq.m. and 20,933.44 sq.m. respectively) are tenanted to Puyang Hongjin from 1 October 2008 to 30 September 2037 for wholesale market use.
Details of the properties are as below:

Zone.	Block No.	Approximately Gross Floor Area (sq.m.)
4	Cold Storage	1,207.70
5	Market Office	961.60
6	Cold Storage 1	1,440.10
6	Cold Storage 2	540.80
8	Cold Storage	1,110.00
9	Cold Storage 2	919.80
9	Cold Storage 3	406.18
10	Cold Storage 1	1,123.19
10	Cold Storage 2	740.25
12	Cold Storage 1	427.68
15	Shed 4	4,442.10
/	Sales Center	944.00
Total		14,263.40

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

As advised, the properties are not granted with valid property title therefore there are not any real estate title certificate, we have attributed no commercial value to the Properties as the Properties can not be freely transferred in the open market.

For reference purpose only, assumed the properties are legally held by Puyang Hongjin and free from any mortgage or third parties' encumbrances, Puyang Hongjin is entitled to freely transfer the properties in the market, the market value of the properties as at the Valuation Date is at RMB35,200,000.00.

We have identified various relevant comparable which satisfied the criteria on time, usage, condition and location.

Below are selected comparable tables:

Office:

Comparables	A	B	C	D
Address	Office unit at CrowdSpace, 481 East Huanghe Road	Office unit at Rising Times, 72 Lido Road	Office unit at Harbourfront Mansion, Kai Chau Middle Road	Office unit at Rongwei City Plaza, Pu Shang North Road
Date of Asking	May 2025	April 2025	May 2025	March 2025
Approximate gross floor area (sq.m.)	500.00	210.32	200.00	275.00
Asking rent (RMB/month)	12,500	5,000	4,500	6,666
Unit rental (RMB/sq.m./month)	25.00	23.77	22.50	24.24
Cold Storage:
Comparables	A	B		C
Address	Cold Storage unit at Zhangzhuang Town	Cold Storage unit at Lane 16, Wai Wah Avenue North		Cold Storage unit at Pak Wah Farmers Market, West end of Construction Road
Date of Asking	April 2025	March 2025		May 2025
Approximate gross floor area (sq.m.)	2,000.00	20.00		24.00
Asking rent (RMB/month)	60,000	1,000		1,200
Unit rental (RMB/sq.m./month)	30.00	50.00		50.00

II-9 -

APPENDIX II

VALUATION REPORT OF THE LEASED ASSETS

Shop:

Comparables	A	B	C
Address	Shop unit at Pu Dong Agricultural Market, Wu Yi Road	Shop unit at Weihe Market, 449 Victory Middle Road	Shop unit at Oriental International Trade Market, Renqiu Road
Date of Asking	May 2025	May 2025	April 2025
Approximate gross floor area (sq.m.)	220.00	30.00	30.00
Asking rent (RMB/month)	3,333	1,080	1,500
Unit rental (RMB/sq.m./month)	15.15	36.00	50.00

We have compared the factors and made adjustments on asking discount, size, location and condition. A downward adjustment is made to the asking rent to account for the negotiated discount. For location, a downward adjustment is made to reflect a better location for comparables. A downward adjustment on unit rental is made for increase in size to reflect the marketability and affordability of the total amount, and vice versa. For condition, a downward adjustment on unit rental is made for better interior and facilities.

After making the above due adjustments, for office, the 4 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB18.37 per sq.m. per month on the basis of gross floor area. For cold storage, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB33.62 per sq.m. per month on the basis of gross floor area. For shop, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB18.14 per sq.m. per month on the basis of gross floor area.

II-10 -

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors

Save as disclosed below, as at the Latest Practicable Date, none of the Directors or chief executive of the Company nor any of their respective associates 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 Part XV of the SFO) that (a) 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 or short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, to be notified to the Company and the Stock Exchange.

Long positions in the Shares:

Name of Director	Number of Shares held, capacity and nature of interest					Approximate percentage of the Company's total issued share capital (Note f) %
	Personal interest	Family interest	Corporate interest	Other interest	Total
Mr. Tang Ching Ho (“Mr. Tang”)	28,026,339	28,026,300 (Note a)	1,017,915,306 (Note b)	4,989,928,827 (Note c)	6,063,896,772	42.80
Ms. Yau Yuk Yin (“Ms. Yau”)	28,026,300	1,045,941,645 (Note d)	—	4,989,928,827 (Note e)	6,063,896,772	42.80

APPENDIX III

GENERAL INFORMATION

Notes:

(a) Mr. Tang was taken to be interested in those Shares in which his spouse, Ms. Yau, was interested.

(b) 486,915,306 Shares were held by Caister Limited (a company wholly-owned by Mr. Tang), 531,000,000 Shares were held by Billion Trader Investments Limited (a direct wholly-owned subsidiary of Loyal Fame International Limited (“Loyal Fame”), a direct wholly-owned subsidiary of Easy One Financial Group Limited (“Easy One”), which was in turn wholly-owned by Mr. Tang).

(c) Mr. Tang was taken to be interested in those Shares by virtue of being the founder of a discretionary trust, namely Tang’s Family Trust.

(d) Ms. Yau was taken to be interested in those Shares in which her spouse, Mr. Tang, was interested.

(e) Ms. Yau was taken to be interested in those Shares by virtue of being a beneficiary of Tang’s Family Trust.

(f) The percentages were disclosed pursuant to the relevant disclosure forms filed under the SFO as at the Latest Practicable Date and the total number of issued ordinary shares of the Company as at the Latest Practicable Date was 14,166,696,942 shares.

Interest in the shares and underlying shares of associated corporations of the Company:

Name of Director	Name of associated corporation	Nature of interest	Total number of shares involved	Approximate percentage of the associated corporation’s total issued share capital (Note a) %
Mr. Tang	CAP	Interest of controlled corporation	5,682,514,594 (Note b)	57.09
Ms. Yau	WOP	Interest of controlled corporation	11,400,000,000 (Note c)	75.00
	WYT	Interest of controlled corporation	810,322,940 (Note d)	72.02

Notes:

(a) The percentages were disclosed pursuant to the relevant disclosure forms filed under the SFO as at the Latest Practicable Date and the total number of issued ordinary shares of CAP, WOP and WYT as the Latest Practicable Date were 9,953,067,822 shares, 15,200,000,000 shares and 1,125,102,888 shares respectively.

APPENDIX III

GENERAL INFORMATION

(b) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, among of the 5,682,514,594 CAP Shares, 2,007,700,062 CAP Shares were held by Onger Investments Limited (“Onger Investments”) and 3,674,814,532 CAP Shares were held by Rich Time Strategy Limited (“Rich Time”). Each of Onger Investments and Rich Time was directly wholly-owned by Wang On Enterprises (BVI) Limited (“WOE”). WOE was directly wholly-owned by the Company.

(d) 810,322,940 shares of WYT were held by Rich Time, which was wholly-owned by WOE.

(b) Persons who have interests or short positions in the Shares or underlying Shares which is discloseable under Divisions 2 and 3 of Part XV of the SFO

Save as disclosed below, no person (other than 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 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 as at the Latest Practicable Date:

Long positions in the Shares

Name of Shareholder	Capacity	Number of Shares	Approximate percentage of the Company’s total issued share capital (Note c)
Accord Power Limited (“Accord Power”) (Note a)	Beneficial owner – Tang’s Family Trust	4,989,928,827	35.22
Alpadis Trust (HK) Limited (Note b)	Interest of controlled corporation – Trustee	4,989,928,827	35.22
Mr. Alain ESSEIVA (Note b)	Interest of controlled corporation	4,989,928,827	35.22

APPENDIX III

GENERAL INFORMATION

Notes:

(a) Accord Power was indirectly wholly-owned by Alpadis Trust (HK) Limited in its capacity as the trustee of Tang's Family Trust. Accordingly, Alpadis Trust (HK) Limited was taken to be interested in those Shares held by Accord Power.

(b) Alpadis Group Holding AG was held by Alain ESSEIVA as to 82%. Accordingly, Alain ESSEIVA was taken to be interested in those shares in which Alpadis Group Holding AG was interested. Vanessa Teo ESSEIVA is the spouse of Alain ESSEIVA and was therefore taken to be interested in those shares in which Alain ESSEIVA was interested. Alpadis Trust (HK) Limited was the trustee of Tang's Family Trust. Alpadis Trust (HK) Limited was owned as to 20% by each of Raysor Limited, AGH Invest Ltd., AGH Capital Ltd., Alpadis (Hong Kong) Limited and Alpadis Group Holding AG (each of Raysor Limited, AGH Invest Ltd., AGH Capital Ltd. and Alpadis (Hong Kong) Limited was wholly-owned by Alpadis Group Holding AG).

(c) The percentages were disclosed pursuant to the relevant disclosure forms filed under the SFO as at the Latest Practicable Date and the total number of issued ordinary shares of the Company as at the Latest Practicable Date was 14,166,696,942 shares.

As at the Latest Practicable Date, save as disclosed below, none of the Directors or proposed Directors was a director or employee of a company which had an interest or short position in the Shares and 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:

Name of Director	Name of company which had such discloseable interest or short position	Position with such company
Mr. Tang	Accord Power	director

COMPETING INTERESTS OF DIRECTORS AND CLOSE ASSOCIATES

Mr. Tang, the chairman and an executive Director, is the sole ultimate beneficial owner of Easy One, which has been principally engaged in, among others, financing business since 2015, and was considered to have an interest in business which competes or is likely to compete, either directly or indirectly, with the financing business of the Group. Ms. Stephanie, an executive Director, is a director of Easy One and the daughter-in-law of Mr. Tang. Ms. Yau, the Deputy Chairman and an executive Director, is the spouse of Mr. Tang.

Save as disclosed above, as at the Latest Practicable Date, to the best knowledge and belief of the Directors after having made all reasonable enquiries, none of the Directors and their respective close associates were considered to have any interests in businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group that need to be disclosed pursuant to Rule 8.10 of the Listing Rules.

APPENDIX III

GENERAL INFORMATION

4. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS AND CONTRACTS

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest, direct or indirect, in any assets which have been, since 31 March 2024 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.

5. DIRECTORS' SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors has a service contract with any member of the Group which was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

6. LITIGATION

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

7. MATERIAL CONTRACTS

The Group

Within the two years immediately preceding the date of this circular and up to the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group which are or may be material:

(a) Three conditional agreements dated 12 June 2025 as set out below and the details of which are set out in the joint announcement of the Company and WOP dated 12 June 2025 (the "2025 June Joint Announcement"):

(i) the conditional sale and purchase agreement entered into between Wickert Investments Limited ("Wickert Investments") (as the seller), ADPF Holding (BVI) L.P. (as the purchaser) and WOP (as the seller guarantor) (the "Fortune Harbour SPA") in respect of acquisition of 20% of the issued shares of Fortune

APPENDIX III

GENERAL INFORMATION

Harbour Investments Limited (“Fortune Harbour”) and 20/35 of the loan owed by Fortune Harbour to Wickert Investments at a consideration of approximately HK$86.44 million subject to adjustments;

(ii) the conditional sale and purchase agreement entered into between Ever Sonic Enterprises Limited (“Ever Sonic Enterprises”) (as the seller), ADPF Investment (BVI) L.P. (as the purchaser) and WOP (as the seller guarantor) (the “Mega Hope SPA”) in respect of acquisition of 20% of the issued shares of Mega Hope Global Limited (“Mega Hope”) and 20/35 of the loan owed by Mega Hope to Ever Sonic Enterprises at a consideration of approximately HK$0.80 million subject to adjustments;

(iii) the conditional framework agreement entered into between ADPF Member (BVI) L.P., Prime Resonance Limited (“Prime Resonance”), an indirect wholly-owned subsidiary of WOP, and WOP (as the guarantor) (the “Framework Agreement”) in respect of the business collaboration through formation of new joint ventures with total investment commitment of up to US$18,000,000 in aggregate from Prime Resonance or its designated Affiliates (as such term is defined the 2025 June Joint Announcement).

(b) the capital reduction agreement dated 30 May 2025 entered into between Century Choice Limited 龍群有限公司 (“Century Choice”), a wholly-owned subsidiary of CAP, and Yulin Investment Group Co., Ltd (玉林投資集團有限公司) in respect of the reduction of Century Choice’s equity interest in Yulin Hongjin Agricultural By-products Wholesale Marketplace Limited (玉林宏進農副產品批發市場有限公司) at a total consideration of RMB24.69 million (equivalent to approximately HK$26.58 million) (the “Capital Reduction Agreement”), the details of which are set out in the joint announcement of the Company and CAP dated 30 May 2025;

(d) the Sale and Leaseback Agreement II;

(e) the preliminary sale and purchase agreement dated 10 April 2025 entered into between the Good Excellent Limited 港威龍有限公司, Blessed Fortune Limited 中財有限公司 and Centaline Property Agency Limited in relation to the disposal of the property situated at Ground Floor with the Cockloft, 60A Yen Chow Street, Kowloon, Hong Kong at the consideration of HK$19.5 million;

III-6 -

APPENDIX III

GENERAL INFORMATION

(f) the conditional sale and leaseback agreement dated 2 January 2025 entered into between Haier and Luoyang Hongjin (the “Previous Sale and Leaseback Agreement”) in respect of the sale and leaseback of certain assets between Haier and Luoyang Hongjin at a sale price of RMB51 million, the details of which are set out in the joint announcement of the Company and CAP dated 2 January 2025;

(g) the conditional sale and purchase agreement dated 13 December 2024 entered into between Wang On Commercial Management Limited (as the vendor), the Group (as the guarantor of the vendor), Gain Bravery Limited 得驍有限公司 (as the purchaser) and CAP (as the guarantor of the purchaser) (the “2025 Sale and Purchase Agreement”) pursuant to which the vendor conditionally agreed to sell the entire issued share capital of Regal Smart Investment Limited 偉駿投資有限公司 (“Regal Smart”) to the purchaser and assign the shareholder’s loan owed by Regal Smart to the vendor to the purchaser at a consideration of HK$150 million, the details of which are set out in the joint announcement of the Company and CAP dated 13 December 2024 and the circular of CAP dated 24 January 2025;

(h) three leases dated 1 August 2024 as set out below and the details of which are set out in the announcement of the Company dated 2 August 2024:

(i) the lease entered into between Rich Century Investment Limited (the “Landlord”) and Daywin Limited (as the tenant) in respect of the renewal of the lease dated 11 August 2022 of Office Suite Nos. 01, 02, 03, 05, 10B, 11 and 12 on the 31st Floor of Skyline Tower at 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong for a term of four years commencing on 1 January 2024 and expiring on 31 December 2027 (both dates inclusive) at a monthly rent of HK$302,260 per calendar month for the period from 1 January 2024 to 31 December 2025 (“Year 1 to Year 2”) and HK$320,040 per calendar month for the period from 1 January 2026 to 31 December 2027 (“Year 3 to Year 4”);

(ii) the lease entered into between the Landlord and Wang On Properties Services Limited (as the tenant) in respect of the renewal of the lease dated 11 August 2022 of Office Suite Nos. 01, 08, 09, 10, 11 and 12 on the 32nd Floor of Skyline Tower at 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong for a term of four years commencing on 1 January 2024 and expiring on 31 December 2027 (both dates inclusive) at a monthly rent of HK$298,571 per calendar month for Year 1 to Year 2 and HK$316,134 per calendar month for Year 3 to Year 4; and

III-7 -

APPENDIX III

GENERAL INFORMATION

(iii) the lease entered into between the Landlord and Wang On Management Services Limited in respect of the renewal of the lease dated 11 August 2022 of Office Suite Nos. 02, 03, 05, 06, 07 and 15 on the 32nd Floor of Skyline Tower at 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong for a term of four years commencing on 1 January 2024 and expiring on 31 December 2027 (both dates inclusive) at a monthly rent of HK$195,347 per calendar month for Year 1 to Year 2 and HK$206,838 per calendar month for Year 3 to Year 4.

(i) the sale and purchase agreement dated 25 May 2024 (the “Huai’an Disposal Agreement”) entered into by Huai’an Qingjiangpu Rongfeng Agricultural Development Co., Ltd. as purchaser, Grandwick Limited (an indirect wholly-owned subsidiary of CAP) as vendor, Huai’an Hongjin Agricultural By-Products Logistics Co., Ltd. (an indirect wholly-owned subsidiary of CAP) as target company, and Huai’an Hongjin Qingjiang Agricultural and ByProducts Wholesale Market Co., Ltd. as a subsidiary of the target company, pursuant to which the vendor has conditionally agreed to sell, and the purchaser has conditionally agreed to purchase, the target company at the initial consideration of approximately RMB28.9 million, subject to adjustments, the details of which are set out in the joint announcement of the Company and CAP dated 25 May 2024 and the circulars of the Company and CAP dated 17 June 2024;

(j) the provisional agreement dated 3 May 2024 entered into by Info World Investment Limited, an indirect wholly-owned subsidiary of WYT as vendor, Sure Express Corporation Limited, as purchaser and Midland Realty (Shops II) Limited as property agent and the formal agreement dated 30 May 2024 entered into between the vendor and the purchaser (the “Shui Wo Street Agreement”) in relation to, among other things, the sale and purchase of a property situated at Shui Wo Street, Kowloon, Hong Kong at the consideration of HK$33 million, the details of which are set out in the joint announcement of the Company and WYT dated 3 May 2024;

(k) the sale and purchase agreement dated 28 March 2024 entered into among Top List Holdings Limited (as seller), Divine Glory International Limited (as purchaser) and WOP (the “March 2024 Sale and Purchase Agreement”) in relation to the disposal of the entire issued share capital of Beam Up Holdings Limited and the assignment of the loan owing by New Grand Limited at the aggregate consideration of approximately HK$797,080,516 (subject to adjustment), the details of which are set out in the joint announcement of the Company and WOP dated 28 March 2024;

(l) the shareholders’ agreement dated 28 March 2024 among New Honour Enterprises Limited (an indirect wholly-owned subsidiary of WOP), WOP, Lofty Ideal Limited (an indirect wholly-owned subsidiary of Chevalier International Holdings Limited),

III-8 -

APPENDIX III

GENERAL INFORMATION

Chevalier International Holdings Limited and Wang On Asset Management Limited (as project manager) (the “March 2024 Shareholders’ Agreement”), the details of which are set out in the joint announcement of the Company and WOP dated 28 March 2024;

(m) the transfer agreement dated 18 March 2024 (the “Transfer Agreement”) entered into between Twist Pioneer Limited (“Twist Pioneer”) (as seller), an indirect wholly-owned subsidiary of WOP, and Walter Asset Management Limited (“Walter Asset”) (as buyer) in relation to, among other things, the assignment and transfer by way of novation of all of the Twist Pioneer’s rights and obligations under the participation agreement dated 28 May 2021 between Lexus Sharp International Limited and Twist Pioneer to Walter Asset at a total consideration of US$6.25 million, the details of which are set out in the joint announcement of the Company and WOP dated 18 March 2024;

(n) the provisional sale and purchase agreement dated 1 March 2024 entered into between Grand Quality Development Limited (as vendor), an indirect wholly-owned subsidiary of WYT, Lee Wai Shing (as purchaser) and K&W Property Agency Limited (as property agent) and the formal sale and purchase agreement dated 17 May 2024 (the “Lee Wah Building Agreements”) entered into between the vendor and the purchaser in relation to, among other things, the disposal of a property in Lee Wah Building, Nos. 738-740A Nathan Road, Kowloon, Hong Kong at a total consideration of HK$41.0 million, the details of which are set out in the joint announcement of the Company and WYT dated 1 March 2024;

(o) during the period from 2 February 2024 to 8 February 2024, the Group conducted open market transactions to dispose of an aggregate of US$8.4 million of (i) 11.50% senior notes due 12 April 2024 (“China South 11.50% Senior Notes”) issued by China South City Holdings Limited (“China South City”) and (ii) 11.95% senior notes due 9 October 2024 (“China South 11.95% Senior Notes”) issued by China South City, for a total consideration of approximately US$3.8 million (excluding unpaid accrued interest), the details of which are set out in the announcement of the Company dated 8 February 2024;

(p) on 1 February 2024 and 2 February 2024, Twist Pioneer, an indirect wholly-owned subsidiary of WOP, conducted open market transactions to dispose of an aggregate of US$3.02 million of China South 11.50% Senior Notes and China South 11.95% Senior Notes for a total consideration of US$1.3 million (excluding unpaid accrued interest) (the “China South Notes Disposal I”), respectively, the details of which are set out in the joint announcement of the Company and WOP dated 2 February 2024;

III-9 -

APPENDIX III

GENERAL INFORMATION

(q) the provisional sale and purchase agreement dated 22 January 2024 entered into between Sunbo Investment Limited (as vendor), an indirect wholly-owned subsidiary of WYT, Crown Mega Limited (as purchaser) and Centaline Property Agency Limited (as property agent) and the formal sale and purchase agreement dated 2 May 2024 (the "Yan Oi House Agreements") entered into between the vendor and the purchaser in relation to, among other things, the disposal of a property in Yan Oi House, No. 237 Sha Tsui Road and Nos. 87 & 89 Chuen Lung Street, Tsuen Wan, New Territories, Hong Kong, for a total consideration of HK$38 million, the details of which are set out in the joint announcement of the Company and WYT dated 22 January 2024;

(r) the provisional agreement for sale and purchase dated 21 November 2023 entered into between Ascend Progress Limited (as purchaser), Guidepost Investments Limited ("Guidepost Investments") (as vendor), an indirect wholly-owned subsidiary of WYT, WYT (as seller's guarantor) and Centaline Property Agency Limited (as property agent) and the formal agreement for sale and purchase dated 14 March 2024 (the "Percival Street Agreements") entered into between the vendor and the purchaser in relation to, among other things, the disposal of 2 shares of Oriental Sino Investments Limited ("Oriental Sino"), holding a property situated at Po Wing Building, Lee Garden Road and Percival Street, Hong Kong, and assignment of the loan owing by Oriental Sino to Guidepost Investments for a total consideration of HK$100 million, the details of which are set out in the joint announcement of the Company and WYT dated 21 November 2023;

(s) the sale and purchase agreement dated 8 September 2023 (the “2023 September Sale and Purchase Agreement I”) entered into between Viva Action Limited (“Viva Action”) (as vendor), an indirect wholly-owned subsidiary of WOP and Guidepost Investments (as purchaser), an indirect wholly-owned subsidiary of WYT in relation to, among other things, the disposal and acquisition of the entire issued share capital of Success Vision Limited (“Success Vision”), holding a property in Mei Foo Sun Chuen, Lai Chi Kok, Kowloon, Hong Kong) and the assignment of loan owing by Success Vision to Viva Action for a total consideration of HK$43.8 million (subject to adjustment), the details of which are set out in the joint announcement of the Company, WYT and WOP dated 8 September 2023 and the circulars of the Company, WYT and WOP dated 29 September 2023;

(t) the sale and purchase agreement dated 8 September 2023 (the “2023 Sale and Purchase Agreement II”) entered into between Shining Sun Developments Limited (“Shining Sun”) (as vendor) and Guidepost Investments (as purchaser) in relation to, among other things, the disposal and acquisition of the entire issued share capital of Nice Treasure Limited (“Nice Treasure”), holding a property in Kam Po Building, No. 2 Tung Lok

III-10 -

APPENDIX III

GENERAL INFORMATION

Street, Yuen Long, New Territories, Hong Kong) and the assignment of the loan owing by Nice Treasure to Shining Sun for a total consideration of HK$35.0 million (subject to adjustment), the details of which are set out in the joint announcement of the Company, WYT and WOP dated 8 September 2023 and the circulars of the Company, WYT and WOP dated 29 September 2023;

(u) the agreement dated 6 September 2023 entered into among WOE (as purchaser), a direct wholly-owned subsidiary of the Company, Loyal Fame (as seller), which is indirectly wholly-owned by Mr. Tang, and Mr. Tang (as seller's guarantor) in relation to, among other things, sale and purchase of the entire issued share capital of Onger Investments (holding the then approximately 20.17% of the issued share capital of CAP) and all such sum of money due and owing by Onger Investments to Loyal Fame for a total consideration of HK$200 million, the details of which are set out in the announcement of the Company dated 6 September 2023 and the circular of the Company dated 27 September 2023; and

(v) the formal agreement dated 19 June 2023 (the "Formal Agreement") entered into between Wai Yuen Tong Medicine Company Limited ("WYT Medicine") (as vendor), an indirect approximately 99.8%-owned subsidiary of WYT, Wang On (Nominees) Limited ("Wang On (Nominees)") (as vendor), an indirect wholly-owned subsidiary of the Company, and Lo Yan Tik (as substitute purchaser) and Chen Ling (as substitute purchaser) (together, the "Substitute Purchasers") (both as substitute purchasers) pursuant to the Formal Agreement in relation to the disposal and acquisition of one sale share of Billion Good Investment Limited ("Billion Good") (representing 50% of the entire issued share capital of Billion Good) by each of the Substitute Purchasers and the assignment of the WYT Medicine's benefits of the amounts representing 55% and 45% of the loan owing by Billion Good to WYT Medicine for a total consideration of HK$71 million, the details of which are set out in the joint announcement of the Company and WYT dated 19 June 2023.

The WOP Group

(a) the Fortune Harbour SPA;

(b) the Mega Hope SPA;

APPENDIX III

GENERAL INFORMATION

(c) the Framework Agreement;
(d) the March 2024 Sale and Purchase Agreement;
(e) the March 2024 Shareholders’ Agreement;
(f) the Transfer Agreement;
(g) the China South Notes Disposal I;
(h) the 2023 September Sale and Purchase Agreement I; and
(i) the 2023 Sale and Purchase Agreement II.

The WYT Group

(a) a provisional sale and purchase agreement dated 17 June 2024 entered into between Star Sense Limited (an indirect wholly-owned subsidiary of WYT) (as the vendor) and Pun Winnie Weng Yin and Pun Bonnie Suk Yin (as the purchasers) in relation to the disposal of Shop A on Ground Floor, Onshine Commercial Building, No. 10 Tung Sing Road, Hong Kong at the consideration of HK$21.90 million, the details of which are set out in the announcement of WYT dated 17 June 2024;
(b) the Shui Wo Street Agreement;
(c) the Lee Wah Building Agreements;
(d) the Yan Oi House Agreements;
(e) the revolving loan facility agreement dated 18 December 2023 entered into between the Company (as borrower) and WYT Medicine (as lender), and indirect 99.8% owned subsidiary of WYT pursuant to which WYT Medicine agreed to provide an unsecured revolving loan facility not exceeding HK$100 million to the Company at a rate of 10% per annum, the details of which are set out in the announcement of WYT dated 18 December 2023 and the circular of WYT dated 11 January 2024;

III-12 -

APPENDIX III

GENERAL INFORMATION

(f) the Percival Street Agreements;
(g) the 2023 September Sale and Purchase Agreement I; and
(h) the 2023 Sale and Purchase Agreement II.

The CAP Group

(a) the Capital Reduction Agreement;
(b) the Sale and Leaseback Agreement I;
(c) the Sale and Leaseback Agreement II;
(d) the Previous Sale and Leaseback Agreement;
(e) the 2025 Sale and Purchase Agreement;
(f) the dealer agreement dated 11 July 2024 entered into between the Company and Wang On Securities Limited (formerly known as Wing On Securities Limited) in relation to the establishment of the proposed medium term note programme with respect to the issuance of unsecured fixed interest rate notes in registered form of up to HK$1,000,000,000 of the Company as well as the appointment of Wang On Securities Limited as arranger and dealer for a term not exceeding three years in relation thereto, the details of which are set out in the announcement dated 11 July 2024 issued by CAP and the circular of CAP dated 1 August 2024; and
(g) the Huai’an Disposal Agreement.

APPENDIX III

GENERAL INFORMATION

8. EXPERT AND CONSENT

The following are the qualification of the expert who has given opinion and advice, which is contained in this circular:

Name	Qualification
RHL Appraisal Limited	Independent Professional Valuer

As at the Latest Practicable Date, the expert referred to above (i) had no shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 March 2024 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (iii) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the reference to its name included herein in the form and context in which it appears.

9. GENERAL

(a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office and principal place of business of the Company in Hong Kong is at Suite 3202, 32/F., Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.

(b) The company secretary of the Company is Mr. Cheung Lap Kei. He is a fellow member of both The Hong Kong Institute of Certified Public Accountants and CPA Australia.

(c) The share registrar and transfer office of the Company in Hong Kong is Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

(d) The English texts of this circular and the accompanying form of proxy shall prevail over their Chinese texts in case of inconsistencies.

APPENDIX III
GENERAL INFORMATION

10. DOCUMENTS ON DISPLAY

Copies of the following documents are available on the Stock Exchange’s website at www.hkexnews.hk and on the Company’s website at www.wangon.com for a period of 14 days from the date of this circular:

(a) the Sale and Leaseback Agreement I;
(b) the Sale and Leaseback Agreement II;
(c) the valuation report of the Leased Assets prepared by RHL Appraisal Limited as set out in Appendix II to this circular; and
(d) the letter of consent from the expert as referred to in the paragraph headed “8. Expert and Consent” in this appendix.

III-15 -

NOTICE OF THE SGM

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

SGM-1 -

NOTICE OF THE SGM

(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

SGM-2 -

NOTICE OF THE SGM

Notes:

A form of proxy for use at the SGM is enclosed.
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.
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.
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).
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.
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).
The above resolution(s) will be voted by way of a poll at the SGM.
For identification purpose only
SGM-3 -

AI assistant

Wang On Group Limited — Proxy Solicitation & Information Statement 2025

49778_rns_2025-06-17_215894f4-1bbb-47d8-945c-abc7641f2e27.pdf

WANG ON GROUP LIMITED

（宏安集團有限公司）*

(1) MAJOR TRANSACTION IN RELATION TO

THE SALE AND LEASEBACK ARRANGEMENT

AND

(2) NOTICE OF SPECIAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

WANG ON GROUP LIMITED

（宏安集團有限公司）*

INTRODUCTION

SALE AND LEASEBACK ARRANGEMENT

1. THE SALE AND LEASEBACK AGREEMENTS

Leased Assets

Lease Term

Total Lease Payment

Security Deposit

Ownership of the Leased Assets

Effectiveness of the Sale and Leaseback Agreements

2. GUARANTEES AND SECURITIES FOR THE SALE AND LEASEBACK ARRANGEMENT

FINANCIAL EFFECTS AND INTENDED USE OF PROCEEDS OF THE SALE AND LEASEBACK ARRANGEMENT

INFORMATION OF THE GROUP

INFORMATION ABOUT THE PARTIES TO THE SALE AND LEASEBACK ARRANGEMENT

The CAP Group

Luoyang Hongjin

Puyang Hongjin

Hongjin

Henan Gangan

Crown Fortress

Haier

REASONS FOR AND BENEFITS OF ENTERING INTO OF THE SALE AND LEASEBACK ARRANGEMENT

LISTING RULES IMPLICATIONS

SPECIAL GENERAL MEETING

RECOMMENDATION

SPECIAL NEEDS

ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION

2. INDEBTEDNESS STATEMENT

3. MATERIAL ADVERSE CHANGE

4. WORKING CAPITAL STATEMENT

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

BASIS OF VALUATION

VALUATION METHODOLOGY

VALUATION CONSIDERATIONS

VALUATION ASSUMPTION

TITLE INVESTIGATION

LIMITING CONDITIONS

REMARKS

SUMMARY OF VALUES

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors

Long positions in the Shares:

4. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS AND CONTRACTS

5. DIRECTORS' SERVICE CONTRACT

6. LITIGATION

7. MATERIAL CONTRACTS

The Group

The WOP Group

The WYT Group

The CAP Group

8. EXPERT AND CONSENT

9. GENERAL

10. DOCUMENTS ON DISPLAY

WANG ON GROUP LIMITED

（宏安集團有限公司）*

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

"THAT:

More from Wang On Group Limited

Wang On Group Limited Proxy Solicitation & Information Statement 2025