Wang On Properties Limited — AGM Information 2017

Jul 27, 2017

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 adviser.

If you have sold or transferred all your securities in Wang On Properties Limited 宏安地產有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, or other agent through whom the sale or transfer was effected for onward 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.

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WANG ON PROPERTIES LIMITED 宏安 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1243)

PROPOSALS FOR GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Tuesday, 29 August 2017 at 10:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular.

Whether or not you intend to attend and vote in person at the AGM, you are requested to complete the enclosed 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM 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.

28 July 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Grant of New Issue Mandate and New Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory statement on the New Repurchase Mandate	I-1
Appendix II — Details of the retiring Directors proposed for re-election	II-1
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1

– i –

DEFINITIONS

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

‘‘AGM’’

the annual general meeting of the Company to be convened and held at The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Tuesday, 29 August 2017 at 10:30 a.m. or at any adjournment thereof (as the case may be) to consider and, if thought fit, approve, inter alia, (i) the grant of the New Issue Mandate and the New Repurchase Mandate; and (ii) the reelection of the retiring Directors

• ‘‘Board’’

the board of the Directors

• ‘‘Bye-law(s)’’ the bye-laws of the Company

• ‘‘close associate(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Companies Act’’

• the Companies Act 1981 of Bermuda (as amended)

• ‘‘Company’’ 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

• ‘‘controlling shareholder(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘core connected person(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘New Issue Mandate’’

• ‘‘New Repurchase Mandate’’

• ‘‘Old Shares’’

• ‘‘PRC’’

• ‘‘SFO’’

• ‘‘Share(s)’’

• ‘‘Shareholder(s)’’

• ‘‘Share Option(s)’’

• 24 July 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares and other securities up to a maximum of 20% of the total number of Shares in issue as at the date of passing of the relevant resolution(s) granting such mandate (such mandate to be extended and added by the number of Shares, if any, repurchased by the Company since the grant of such mandate)

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares during the prescribed period on the Stock Exchange up to a maximum of 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• the ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Subdivision becoming effective

• the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

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

• the ordinary share(s) of HK$0.001 each in the share capital of the Company

• the holder(s) of the Old Share(s) and the Share(s)

• share option(s) granted or to be granted to the entitled persons to subscribe for Share(s) under the Share Option Scheme and any other share option scheme(s) of the Company

– 2 –

DEFINITIONS

• ‘‘Share Option Scheme’’

• ‘‘Share Subdivision’’

• ‘‘Stock Exchange’’

• ‘‘subsidiary(ies)’’

• ‘‘substantial shareholder(s)’’

• ‘‘Takeovers Code’’

• ‘‘Wang On’’

‘‘HK$’’

• ‘‘%’’

the existing share option scheme adopted by the Company pursuant to a resolution passed by the Shareholders at the annual general meeting held on 9 August 2016

the subdivision of every one issued and unissued Old Share of par value of HK$0.01 into ten Shares of par value of HK$0.001 each (as detailed in the Company’s announcements dated 22 October 2016 and 6 December 2016 and the Company’s circular dated 10 November 2016) which became effective on 7 December 2016

The Stock Exchange of Hong Kong Limited

a subsidiary(ies) for the time being of the Company within the meaning as ascribed thereto under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

has the meaning ascribed thereto under the Listing Rules

• the Hong Kong Code on Takeovers and Mergers

Wang On Group Limited (宏安集團有限公司)[*] , a controlling shareholder and a holding company of the Company holding 75% equity interest in the Company and an exempted company incorporated in Bermuda with limited liability, whose shares are listed and traded on the Main Board of the Stock Exchange

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

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WANG ON PROPERTIES LIMITED 宏安 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1243)

Executive Directors:

Mr. Wong Yiu Hung Gary (Chief Executive Officer) Mr. Tang Ho Hong

Non-executive Director:

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

Mr. Chan Chun Hong (Chairman)

Head office and principal

Independent non-executive Directors:

Mr. Li Wing Sum Steven Mr. Sung Tze Wah Sr Dr. Leung Tony Ka Tung

place of business: Suite 3201, 32/F., Skyline Tower 39 Wang Kwong Road Kowloon Bay Kowloon Hong Kong 28 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval, inter alia, on (i) the grant of the New Issue Mandate and the New Repurchase Mandate; and (ii) the re-election of the retiring Directors. A notice of the AGM containing the relevant resolutions to be proposed at the AGM is set out on pages AGM-1 to AGM-5 of this circular.

– 4 –

LETTER FROM THE BOARD

GRANT OF THE NEW ISSUE MANDATE AND THE NEW REPURCHASE MANDATE

At the Company’s last annual general meeting held on 9 August 2016, the Directors were granted a general mandate to allot, issue and deal with Old Shares or any securities not exceeding 20% of the total number of Old Shares in issue as at 9 August 2016 (i.e. not exceeding 304,000,000 Old Shares) (the ‘‘2016 General Mandate’’); and a general mandate to repurchase up to a maximum 10% of the total number of Old Shares in issue as at 9 August 2016 (i.e. not exceeding 152,000,000 Old Shares) (the ‘‘2016 Repurchase Mandate’’).

As at the Latest Practicable Date, the 2016 General Mandate and the 2016 Repurchase Mandate had not been utilised and/or refreshed and would expire at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to approve the granting of:

• (a) the New Issue Mandate to the Directors to allot, issue or deal with Shares not exceeding 20% of the total number of Shares in issue at the date of passing of such resolution (i.e. not exceeding 3,040,000,000 Shares) on the basis that the total number of existing Shares in issue (being 15,200,000,000 Shares) remains unchanged as at the date of the AGM;

• (b) the New Repurchase Mandate to the Directors to repurchase Shares, on the Stock Exchange or on any other stock exchange recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of Shares in issue as at the date of passing of such resolution (i.e. not exceeding 1,520,000,000 Shares) on the basis that the total number of existing Shares in issue (being 15,200,000,000 Shares) remains unchanged as at the date of the AGM; and

• (c) subject to the passing of the aforesaid ordinary resolutions of the New Issue Mandate and the New Repurchase Mandate and up to a maximum of 10% of the total number of Shares in issue as at the date of passing of the relevant resolution, to extend the New Issue Mandate by adding to it the number of Shares repurchased under the New Repurchase Mandate.

The New Issue Mandate and the New Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 4A and 4B of the notice of the AGM as set out on pages AGM-1 to AGM-5 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the New Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the New Repurchase Mandate is set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF THE RETIRING DIRECTORS

At as the Latest Practicable Date, the Board currently comprises the following Directors:

Executive Directors

Mr. Wong Yiu Hung Gary, Chief Executive Officer Mr. Tang Ho Hong

Non-executive Director

Mr. Chan Chun Hong, Chairman

Independent Non-executive Directors

Mr. Li Wing Sum Steven Mr. Sung Tze Wah Sr Dr. Leung Tony Ka Tung

Pursuant to Bye-law 84(1) of the Bye-laws, Mr. Chan Chun Hong and Mr. Li Wing Sum Steven will retire by rotation at the AGM and, being eligible, have offered themselves for reelection at the AGM.

Details of the above Directors are disclosed in Appendix II to this circular pursuant to the requirements set out in the Listing Rules.

Mr. Li Wing Sum Steven, being the independent non-executive Director eligible for reelection at the AGM, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Furthermore, the Company is of the view that Mr. Li Wing Sum Steven meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Any Shareholder who wishes to nominate a person to stand for election as a Director at the AGM must lodge with the company secretary of the Company at its principal place of business in Hong Kong at Suite 3201, 32/F., Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong containing (i) his/her written nomination of the candidate; (ii) notice in writing signed by such nominated candidate of his willingness to be elected as Director; and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules for publication by the Company. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received in accordance with the Bye-laws after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of such additional candidate(s) proposed.

– 6 –

LETTER FROM THE BOARD

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.

THE AGM

A notice of the AGM, which is convened for the purpose of considering and, if thought fit, approving, among other things, (i) the grant of the New Issue Mandate and the New Repurchase Mandate; and (ii) the re-election of the retiring Directors, is set out on pages AGM-1 to AGM-5 of this circular.

The Directors are not aware of any Shareholder who is required to abstain from voting at the AGM. Pursuant to Rule 13.39(4) of the Listing Rules and/or the Bye-laws, the voting on all proposed resolutions set out in the notice of the AGM will be taken by way of a poll and an announcement on the poll results will be published by the Company on the websites of the Stock Exchange and the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules after the AGM.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote in person at the AGM, you are requested to complete the enclosed 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM 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.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that (i) the grant of the New Issue Mandate and the New Repurchase Mandate; and (ii) the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions set out in the notice of the AGM contained herein.

Yours faithfully,

For and on behalf of the Board WANG ON PROPERTIES LIMITED 宏安地產有限公司 Chan Chun Hong

Chairman

– 8 –

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the New Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Share in issue was 15,200,000,000 Shares and there was no outstanding Share Option or any outstanding convertible notes or options carrying the rights to subscribe for any Share.

Subject to the passing of the relevant ordinary resolution(s) as set out in the notice of the AGM, assuming no further Shares are/will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Directors will be authorised to repurchase up to a maximum of 1,520,000,000 Shares pursuant to the New Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

The Company must fund the repurchase entirely from the Company’s available cash flow or working capital facilities legally available for such purpose in accordance with its memorandum of association, the Bye-laws, the laws of Bermuda and other applicable laws.

There will not be any material adverse impact on the working capital requirement or gearing level of the Company as compared with the positions disclosed in the audited consolidated financial statements set out in the Company’s annual report for the year ended 31 March 2017 in the event that the New Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period.

The Directors do not propose to exercise the New Repurchase Mandate to such extent as could, in the circumstances, have a material adverse effect on the working capital requirement or the gearing level of the Company.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention, in the event that the New Repurchase Mandate is approved by the Shareholders at the AGM, to sell any Shares to the Company under the New Repurchase Mandate.

– I-1 –

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

No core connected persons has notified the Company that he has a present intention to sell any Shares to the Company, or that he has undertaken not to sell any Shares held by him to the Company, in the event that the New Repurchase Mandate is granted by the Shareholders at the AGM.

5. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the New Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Bye-laws and the applicable laws of Bermuda so far as the same may be applicable.

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the New Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of such increase, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date and to the best knowledge and belief of the Directors, (i) Wang On, through its wholly-owned subsidiaries, namely Wang On Enterprises (BVI) Limited and Earnest Spot Limited were interested or deemed to be interested in 75.0% of the existing issued share capital of the Company; and (ii) Mr. Tang Ching Ho, the chairman of Wang On, and parties acting in concert (as defined in the Takeovers Code) with him, together held 51.76% interest in Wang On and thus he and his associates are also deemed to be interested in 75.0% interest in the Company. In the event that the Directors should exercise the power to repurchase Shares under the New Repurchase Mandate in full, the shareholding of Wang On, Mr. Tang Ching Ho and parties acting in concert with any of them will be increased to approximately 83.3% of the issued share capital of the Company.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of repurchase, an exercise of the New Repurchase Mandate whether in whole would or in part could, result in less than 25% of the issued Shares, being the prescribed minimum percentage, being held by the public as required by the Stock Exchange. The Directors have no intention to exercise the New Repurchase Mandate to an extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25% as may result in a public shareholding of less than such prescribed minimum percentage.

– I-2 –

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

7. SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company, nor any of its subsidiaries, purchased any of the Company’s listed securities (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the last twelve months up to the Latest Practicable Date were as follows:

	Price per Share	Price per Share
Month	Highest	Lowest
	HK$	HK$
2016
July	0.960A	0.588A
August	1.200A	0.800A
September	1.040A	0.911A
October	1.000A	0.932A
November	0.990A	0.920A
December	1.710	0.929
2017
January	1.420	1.100
February	1.790	1.090
March	1.880	1.430
April	1.720	1.430
May	1.780	1.460
June	1.750	1.550
July (up to and including the Latest Practicable Date)	1.700	1.500

A: The prices are adjusted immediately upon completion of the Share Subdivision.

– I-3 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Details of the retiring Directors who will retire at the AGM and who, being eligible, offer themselves for re-election at the AGM are set out below:

NON-EXECUTIVE DIRECTOR

Mr. Chan Chun Hong, aged 53, has been appointed as the non-executive chairman of the Company since 23 December 2015. Prior to the listing of the Group, Mr. Chan has been working for Wang On as an executive director since March 1997. He is also appointed as an authorised representative, the chairman of the nomination committee and a member of the remuneration committee of the Company. He is primarily responsible for formulating overall strategies and the overall corporate development of the Group. He is also the managing director of Wang On and Wai Yuen Tong Medicine Holdings Limited, the managing director and the chairman of Easy One Financial Group Limited and the chief executive officer and the chairman of China Agri-Products Exchange Limited, all of which are companies listed on the Main Board of the Stock Exchange. Mr. Chan resigned as an independent non-executive director of Shanghai Prime Machinery Company Limited, a company listed on the Stock Exchange, on 27 June 2014. Mr. Chan graduated from the Hong Kong Polytechnic University with a degree of Bachelor of Arts in Accountancy. He was admitted as a fellow of The Association of Chartered Certified Accountants and an associate of the Hong Kong Institute of Certified Public Accountants.

Pursuant to the service contract entered into between the Company and Mr. Chan, he is entitled to an annual remuneration of approximately HK$240,000. The term of Mr. Chan’s appointment is subject to retirement by rotation and re-election at any subsequent annual general meeting of the Company in accordance with the Bye-laws.

Mr. Chan did not have any relationship with any other Directors, senior management, substantial or controlling shareholders. As at the Latest Practicable Date, Mr. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO, and Mr. Chan had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

There is no information which is discloseable nor is/was Mr. Chan involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Directors are not aware of any other matters regarding the re-election of Mr. Chan that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Li Wing Sum Steven, aged 60, has been appointed as an independent non-executive Director since 17 March 2016. He is appointed as the chairman of the audit committee and a member of the remuneration and nomination committees of the Company. He was admitted as an associate of The Association of Chartered Certified Accountants in April 1986 and subsequently a fellow member in April 1991. He was also admitted as an associate of the Hong Kong Institute of

–II-1 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Certified Public Accountants in May 1986 and subsequently a fellow member in December 1993. He was admitted as a fellow member of the Taxation Institute of Hong Kong in January 1999 and a member of the Hong Kong Institute of Directors in January 2008. He has over 30 years’ experience in auditing, accounting, taxation, financial management and corporate secretarial. Mr. Li worked for an international accounting firm and held senior posts as group financial controller in various companies. He is also the independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd., a company listed on the Main Board of the Stock Exchange and the company secretary respectively of Shanghai Fudan Microelectronics Group Company Limited and China National Culture Group Limited, both companies are listed on the Main Board of the Stock Exchange.

As at the Latest Practicable Date, Mr. Li did not have any relationship with any other Directors, senior management, substantial or controlling shareholders nor have interests in the Shares within the meaning of Part XV of the SFO. Also, as at the Latest Practicable Date, he did not hold any other positions with the Company or any member of the Group. Save as disclosed above, Mr. Li had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Pursuant to the service agreement entered into between the Company and Mr. Li, his appointment is subject to the provisions of the Bye-laws and will be subject to the retirement by rotation and re-election at any subsequent annual general meeting of the Company. Mr. Li is entitled to a director’s fee of HK$120,000 per annum and will also be entitled to a fee in the amount of HK$20,000 per annum determined with reference to his duties as a member of the audit committee of the Company. Such fee is determined with reference to his duties as an independent non-executive Director.

There is no information which is discloseable nor is/was Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Directors are not aware of any other matters regarding the re-election of Mr. Li that needs to be brought to the attention of the Shareholders.

–II-2 –

NOTICE OF THE AGM

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WANG ON PROPERTIES LIMITED 宏安 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1243)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Wang On Properties Limited 宏安地產有限公司 (the ‘‘Company’’) will be held at The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Tuesday, 29 August 2017 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 March 2017.

2. To re-elect the following retiring directors:

3. (i) Mr. Chan Chun Hong as a non-executive director;

4. (ii) Mr. Li Wing Sum Steven as an independent non-executive director; and

5. (iii) to authorise the board of directors (the ‘‘Board’’ or ‘‘Directors’’) to fix the remuneration of the Directors.

6. To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix their remuneration.

AS SPECIAL BUSINESS, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

1. (A) ‘‘THAT:

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company (the ‘‘Shares’’) be and is hereby generally and unconditionally approved;

– AGM-1 –

NOTICE OF THE AGM

• (b) the aggregate Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

• ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or the Company’s bye-laws (the ‘‘Bye-law(s)’’) to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

(B) ‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares, and to make, issue or grant offers, agreements and options (including bonds, warrants and securities or debentures convertible into Shares or options) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the Relevant Period, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make, issue or grant offers, agreements and options (including bonds, warrants and securities or debentures convertible into Shares or options) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

– AGM-2 –

NOTICE OF THE AGM

• (ii) the exercise of the rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of any share option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; and

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the Bye-laws in force from time to time,

shall not exceed the aggregate of (aa) 20% of the total number of Shares in issue at the date of the passing of this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of Shares in issue at the date of the passing of this resolution), the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Bye-laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or stock exchange in any territory outside Hong Kong). ’’

– AGM-3 –

NOTICE OF THE AGM

• (C) ‘‘THAT conditional upon the passing of the resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares pursuant to the resolution numbered 4(B) above be and is hereby extended by the addition to the aggregate share capital of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate an amount representing the aggregate share capital of the Company repurchased or agreed to be repurchased by the Company since the granting of the general mandate pursuant to resolution numbered 4(A) above, provided that such amount shall not exceed 10% of the total number of Shares in issue at the date of the passing of this resolution.’’

By Order of the Board Wang On Properties Limited 宏安地產有限公司 Wong Chin Han Company Secretary

Hong Kong, 28 July 2017

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

Head office and principal place of business in Hong Kong: Suite 3201, 32/F., Skyline Tower 39 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

Notes:

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

2. The register of members of the Company will be closed from Thursday, 24 August 2017 to Tuesday, 29 August 2017 (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 AGM 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, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m., Wednesday, 23 August 2017.

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

4. In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).

– AGM-4 –

NOTICE OF THE AGM

1. Completion and delivery of the form of proxy will not preclude members from attending and voting at the AGM 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.

2. Where there are joint holders of any shares, any one of such holders may vote at the AGM 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 AGM 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 holders.

3. All of the above resolutions will be voted by way of a poll at the AGM.

– AGM-5 –