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 shares in Wasion Meters Group Limited, 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.

This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3393)

DISCLOSEABLE AND CONNECTED TRANSACTION

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Hantec Capital Limited

A letter from the Board is set out on pages 4 to 12 of this circular and a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders in relation to the Acquisition is set out on page 13 of this circular. A letter from Hantec Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders on the terms of the Acquisition is set out on pages 14 to 26 of this circular.

A notice convening the EGM to be held at Chater Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 21 May 2008 immediately after the conclusion of the annual general meeting of the Company, which is scheduled to be held at 4:00 p.m. is set out on pages 33 to 34 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the Company’s Hong Kong branch share registrar at Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

5 May 2008

CONTENT

	Page
Definitions...........................................................................................................................	1
Letter from the Board.......................................................................................................	4
Letter from the Independent Board Committee...........................................................	13
Letter from Hantec Capital..............................................................................................	14
Appendix — General Information..................................................................................	27
Notice of EGM....................................................................................................................	33

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Acquisition”

the acquisition of the entire issued share capital of Newest Luck as contemplated by the Sale and Purchase Agreement

“Agreement”

the agreement entered into between the Company and Hunan Weiming on 21 November 2007 which sets out, among other things, the terms of the supply of electronic power meters and the provision of processing services to Hunan Weiming for the production of its products by the Group

“associates” has the meaning ascribed to it under the Listing Rules
“Board” the board of directors of the Company
“Company” Wasion Meters Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange
“Completion” completion of the Acquisition pursuant to the Sale and Purchase Agreement
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Continuing Connected the transaction contemplated under the Agreement Transaction”
“Director(s)” the director(s) of the Company
“Consideration” the aggregate consideration payable by the Company for the Sale Shares in accordance with the terms of the Sale and Purchase Agreement
“Consideration Shares” new Shares to be issued and allotted at the Issue Price per Share by the Company to Star Treasure at the direction of the Vendor credited as fully paid

“EGM” the extraordinary general meeting of the Company to be convened and held at Chater Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 21 May 2008 immediate after the conclusion of the annual general meeting of the Company, which is scheduled to be held at 4:00 p.m. to approve the Acquisition, the notice of which is set out on pages 33 to 34 of this circular

– 1 –

DEFINITIONS

“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hantec Capital”	Hantec Capital Limited, a licensed corporation under the SFO to
	conduct type 1 (dealing in securities) and type 6 (advising on
	corporate finance) regulated activities and the independent financial
	adviser to advise the Independent Board Committee and the
	Independent Shareholders in respect of the Acquisition
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC
“Hunan Weiming”	Hunan Weiming Technology Co., Ltd. ,a wholly-foreign owned
	enterprise established in the PRC on 24 May 2002 which is
	principally engaged in the production and sale of electronic water
	and gas meters
“Independent Board Committee”	the committee of the Directors comprising the independent
	non-executive Directors formed to advise the independent
	Shareholders in respect of the Acquisition
“Independent Shareholders”	Shareholders other than Mr. Ji and his associates
“Issue Price”	HK$3.58 per Consideration Share
“Last Trading Date”	18 April 2008, being the last trading day prior to the entering into
	of the Sale and Purchase Agreement
“Latest Practicable Date”	30 April 2008, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Ji”	Mr. Ji Wei, an executive Director and the controlling shareholder
	of the Company
“Newest Luck”	Newest Luck Investments Limited, a company incorporated in
	Samoa on 31 January 2006 which is 100% beneficially owned by
	Mr. Ji
“Oceanbase”	Oceanbase Group Limited, a company incorporated in the British
	Virgin Islands which is a wholly owned subsidiary of the Company

– 2 –

DEFINITIONS

“PRC”	the People’s Republic of China and for the purpose of this ciruclar,
	excludes Taiwan, Hong Kong and Macau
“RMB”	Renminbi, the lawful currency of the PRC for the time being
“SFO”	Securities and Futures Ordinance (Chapter 571 of the laws of Hong
	Kong)
“Sale and Purchase Agreement”	the sale and purchase agreement dated 18 April 2008 entered into
	between the Vendor and Oceanbase in relation to the Acquisition
“Sale Shares”	1 ordinary share of USD1.00 each, representing the entire issued
	share capital of Newest Luck, to be sold by the Vendor to Oceanbase
	pursuant to the Sale and Purchase Agreement
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share capital of
	the Company
“Shareholder(s)”	holder(s) of Share(s)
“Star Treasure”	Star Treasure Investments Holdings Limited, an investment holding
	company incorporated in the British Virgin Islands on 3 March
	2004 and is wholly-owned by Mr. Ji
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Mr. Ji
“%”	per cent

For the purpose of this circular, the exchange rate of RMB1.00 = HK$1.13 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes and does not constitute a representation that any amount in RMB or HK$ has been, could have been or may be converted at such rate.

– 3 –

LETTER FROM THE BOARD

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3393)

Executive Directors: Ji Wei (Chairman) Cao Zhao Hui Wang Xue Xin Zheng Xiao Ping Liao Xue Dong Zeng Xin

Registered office: Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

Independent non-executive Directors: Hui Wing Kuen Pan Yuan Wu Jin Ming

Principal place of business in Hong Kong: Room 2903, Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong 5 May 2008

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

The Board announces that on 18 April 2008 (after trading hours), Oceanbase, a wholly owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Vendor agreed to sell to Oceanbase the Sale Shares at an initial consideration of RMB49,000,000 (equivalent to approximately HK$55,370,000) and, an additional consideration up to RMB101,000,000 (equivalent to approximately HK$114,130,000) subject to an adjustment with reference to the audited net profit after tax of Hunan Weiming for the year ending 31 December 2008. The total consideration will in any event not exceed RMB150,000,000 (equivalent to approximately HK$169,500,000).

– 4 –

LETTER FROM THE BOARD

The Vendor, Mr. Ji, is an executive Director and the controlling shareholder of the Company, and hence a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under the Listing Rules and will be subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as set out in the Listing Rules) are more than 5% but less than 25%, the Acquisition also constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

The purpose of this circular is to give you details of, among other things, the Acquisition.

THE ACQUISITION

The Sale and Purchase Agreement

Date: 18 April 2008 (after trading hours)

Parties to the Sale and Purchase Agreement:

(1) Vendor: Mr. Ji, an executive director and the controlling shareholder of the Company
(2) Purchaser: Oceanbase, a wholly owned subsidiary of the Company

The Acquisition

Pursuant to the Sale and Purchase Agreement, the Vendor has agreed to sell to the Purchaser the Sale Shares. The Sale Shares represent the entire issued share capital of Newest Luck.

The Vendor is an executive Director and the controlling shareholder of the Company, and hence a connected person of the Company. Accordingly, the Acquisition constitutes a discloseable and connected transaction for the Company under the Listing Rules and will be subject to the reporting, announcement and Independent Shareholders’ approval requirements of Chapter 14A of the Listing Rules. Prior to the Acquisition, the Company has no transactions with the Vendor and his associates that would fall to be aggregated with the Acquisition under Rule 14.22 or Rule 14A.25 of the Listing Rules.

Assets to be acquired

The asset to be acquired is the Sale Shares which represent the entire issued share capital of Newest Luck. Newest Luck is a company incorporated in Samoa and its sole asset is its equity interest in Hunan Weiming, which is principally engaged in the production and sale of electronic water and gas meters. As at the Latest Practicable Date, Newest Luck has no other operations other than its equity interest in Hunan Weiming.

– 5 –

LETTER FROM THE BOARD

Based on the audited accounts for each of the two years ended 31 December 2006 and 31 December 2007 prepared in accordance with PRC accounting standards, the net profit before tax of Hunan Weiming was RMB426,225 (equivalent to approximately HK$481,634) and RMB8,232,202 (equivalent to approximately HK$9,302,388) respectively and the net profit after tax of Hunan Weiming was RMB426,225 (equivalent to approximately HK$481,634) and RMB8,232,202 (equivalent to approximately HK$9,302,388) respectively. As at 31 December 2007, the total net asset value of Hunan Weiming was approximately RMB27,602,867 (equivalent to approximately HK$31,191,240). Newest Luck is a company established in Samoa for the holding of the equity interest in Hunan Weiming. As such, no separate accounts have been prepared in respect of Newest Luck. If the financial results of Hunan Weiming are consolidated into the accounts of Newest Luck, the assets, profit, and revenue of Newest Luck and Hunan Weiming would be largely the same.

Consideration

The Consideration for the Sale Shares is an initial consideration of RMB49,000,000 (equivalent to approximately HK$55,370,000) and an additional sum of up to RMB101,000,000 (equivalent to approximately HK$114,130,000), but in any event will not be more than RMB150,000,000 (equivalent to approximately HK$169,500,000) in aggregate.

Payment terms

The Consideration will be satisfied by the Company in the following manner:

(1) a first payment of RMB49,000,000 (equivalent to approximately HK$55,370,000) (the “ First Payment ”) will be payable in cash funded by internal resources of the Company within 30 days from the day when the condition precedent to the Sale and Purchase Agreement has been satisfied, or such later date as agreed by both parties in writing;
(2) the remaining balance of the Consideration, which will be determined based on the audited net profit after tax of Hunan Weiming for the year ending 31 December 2008 multiplied by a price to earning ratio of 6 times and deducting the First Payment but in any event shall not be more than RMB101,000,000 (equivalent to approximately HK$114,130,000), will be satisfied by issue and allotment of Consideration Shares at the Issue Price credited as fully paid within 30 days from the day on which the audited accounts of Hunan Weiming for the year ending 31 December 2008 have been issued by the auditors appointed by the Company, which is expected to be issued in the first quarter of 2009.

The mechanism of the additional consideration is based on a price to earning ratio of 6 times the net after tax profit of Hunan Weiming for the year ending 31 December 2008, subject to the upper limit of RMB101,000,000 (equivalent to approximately HK$114,130,000). The additional consideration was determined after arm’s length negotiations between the parties with reference to the projected profits of Hunan Weiming as a result of the escalated demand in water and gas meters due to the robust markets.

– 6 –

LETTER FROM THE BOARD

The price to earning ratio of 6 was determined after arm’s length negotiations and has also taken into consideration comparative price to earning ratios of industrial enterprises of a similar nature in the PRC. The Directors thus consider that the Acquisition has been made on normal commercial terms and after arm’s length negotiations. The terms are fair and reasonable so far as the Company and the Shareholders are concerned and that the Acquisition is in the interest of the Company and the Shareholders.

The Consideration Shares will be issued to Star Treasure at the direction of the Vendor at a price of HK$3.58 per Shares, which represents:

a premium of approximately 20% to the closing price of HK$2.98 per Share as quoted on the daily quotation sheet of the Stock Exchange for the Last Trading Date;
a premium of approximately 21% to the average closing price of HK$2.97 per Share as quoted on the daily quotation sheet of the Stock Exchange for the last 5 trading days up to and including the Last Trading Date;
a premium of approximately 14% to the average closing price of HK$3.13 per Share as quoted on the daily quotation sheet of the Stock Exchange for the last 10 trading days up to and including the Last Trading Date; and
a discount of approximately 11 % to the closing price of HK$4.00 per Share as quoted on the daily quotation sheet of the Stock Exchange for the Latest Practicable Date.

On the basis that the additional consideration is set at the upper limit of RMB101,000,000 (equivalent to approximately HK$114,130,000), up to 31,879,888 Consideration Shares will be issued by the Company to Star Treasure. The Consideration Shares represent approximately 3.90% of the issued share capital of the Company as at the Latest Practicable Date and approximately 3.75% of the issued share capital of the Company as enlarged by the issue and allotment of the Consideration Shares. As at the Latest Practicable Date, the authorised share capital of the Company is 100,000,000,000 ordinary shares of HK$0.01 each.

The existing general mandate was granted to the Company pursuant to the resolution of the Shareholders passed in the general meeting held on 14 May 2007. As at the date of the passing of the resolution, the Company has 704,247,787 Shares in issue. The general mandate enables the Director to authorize the Company to issue up to 140,849,557 Shares, representing 20% of the issued share capital of the Company at the time of the relevant resolution. Pursuant to a subscription agreement dated 24 September 2007, 112,680,000 new Shares were issued by the Company through placing under the general mandate. As the remaining general mandate of 28,169,557 Shares is not sufficient to allow the Directors to authorize the issue and allotment of the Consideration Shares, the Consideration Shares will be issued under a specific mandate proposed to be sought from the Independent Shareholders at the EGM.

– 7 –

LETTER FROM THE BOARD

The following table shows the effect on the shareholding structure of the Company immediately before and after the issue and allotment of 31,879,888 Consideration Shares assuming that (i) the additional consideration is set at the upper limit of RMB101,000,000 (equivalent to approximately HK$114,130,000); and (ii) there is no change in the shareholding structure of the Company from the Latest Practicable Date:—

Shareholders Star Treasure_(note 1 & 2) Mr. Ji(note 2)_ Public Shareholders	Immediately before the issue and allotment of the Consideration Shares No. of Shares % 463,000,000 56.61 463,000,000 56.61 354,927,787 43.39 817,927,787 100.00	Immediately after the issue and allotment of the Consideration Shares No. of Shares % 494,879,888 58.23 494,879,888 58.23 354,927,787 41.77 849,807,675 100.00	Immediately after the issue and allotment of the Consideration Shares No. of Shares % 494,879,888 58.23 494,879,888 58.23 354,927,787 41.77 849,807,675 100.00
			100.00

Note: (1) Star Treasure is 100% beneficially owned by Mr. Ji.

(2) Star Treasure and Mr. Ji are interested in the same Shares.

As illustrated above, there will not be (i) any public float issue and (ii) any change of control of the Company after the issue and allotment of the Consideration Shares

The Consideration Shares will rank pari passu in all respect with the issued Shares as at the relevant date of allotment. There is no restriction on the subsequent sale of the Consideration Shares. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares on the Stock Exchange.

Conditions of the Sale and Purchase Agreement

Completion of the Acquisition is conditional upon the following conditions being fulfilled:

the passing by the Independent Shareholders of resolution(s) approving the Acquisition, the issue and allotment of the Consideration Shares under a specific mandate and transactions contemplated under the Sale and Purchase Agreement at the EGM; and
the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares.

If the conditions set out above are not fulfilled on or before 6:00 p.m. on 30 June 2008, or such later date as may be agreed by the parties, the Sale and Purchase Agreement will terminate and cease to be of any effect save for any antecedent breach.

– 8 –

LETTER FROM THE BOARD

Completion

Completion of the Acquisition will take place within 10 days after the satisfaction of the above conditions.

Information on Hunan Weiming

Hunan Weiming is a wholly-foreign owned enterprise established in the PRC on 24 May 2002 and is principally engaged in the production and sale of electronic water and gas meters.

Pursuant to the Agreement entered on 21 November 2007 between the Company and Hunan Weiming and an announcement dated 21 November 2007 in respect of the Continuing Connected Transaction, the Group supplies electronic power meters to Hunan Weiming and provides processing services to Hunan Weiming for the production of its products. Accordingly, the entering into of the Agreement between the Company and Hunan Weiming constitutes a continuing connected transaction for the Company under the Listing Rules. As the aggregate amount of the aggregate amount of the Continuing Connected Transaction would exceed 0.1% but was not expected to exceed the 2.5% threshold, the Continuing Connected Transactions was only subject to the reporting and announcement requirements of Chapter 14A of the Listing Rules and exempted from the requirement of Independent Shareholders’ approval. As Hunan Weiming will no longer be a connected person of the Company upon Completion, the Continuing Connected Transaction will cease.

At Completion, the accounts of Hunan Weiming will be consolidated into the financial statements of the Company and Hunan Weiming will be accounted for as a wholly owned subsidiary of the Group.

Reason for the Acquisition

The Group is principally engaged in the development, manufacture and sale of electronic power meters, data collection terminals and power management systems, and the provision of energy management solutions.

The reasons for the Acquisition are stated as below:

(1) The strategy of the Group is to develop into a total energy solution provider instead of just only power. Energy also includes water, gas and heat.
(2) There is strong demand for water, gas and heat meters due to the high intention paid by the PRC Government on energy consumption reduction. The Group needs to procure the fastest way to penetrate into these markets immediately.
(3) The Directors expect strong market demand deriving from the replacement of traditional mechanical gas, water and heat meters by electronic meters as traditional mechanical meters are unable to cope with the modernization and development of the water, gas and heat networks.

– 9 –

LETTER FROM THE BOARD

(4) In order to get the maximum benefit from the current and coming market growth of water and gas meters, the best solution for the Group is to acquire an existing water and gas electronic meter production plant so that it can react immediately and efficiently to the robust market demand.
(5) As the major function of electronic water and gas meters is for measurement of water and gas usage and its accuracy will affect the revenue of our customers, therefore quality is of utmost importance for meter industry. The brandname of Hunan Weiming is well known and recognized by the water and gas meter market in the PRC. The functions and technical standards of the products produced by Hunan Weiming are superior as compared with other similar products in the market. Hunan Weiming has a complete ownership of its intellectual property rights including trademark, patents and software copyright.
(6) In the past two years, Hunan Weiming has won contracts to reform the IC card electronic water meters for Hohhot City (呼和浩特市) of Inner Mongolia Autonomous Region, reform the gas, hot and cold water and power meters for 60,000 families of China FAW Group (中國第一汽車集團) located at Changchun and 80,000 families of China Chalco (中鋁集團). These evidenced the superior position of Hunan Weiming in the water and gas meter industry.
(7) The management team of Hunan Weiming has extensive experience and knowledge about the water and gas meter industry. This enables the Group to penetrate into the markets immediately.
(8) There is geographical benefit on acquiring Hunan Weiming as the company is also located in Changsha, Hunan which is more convenient and efficient for the Group to manage and consolidate the company into the Group after the Acquisition.
(9) The Acquisition can further enlarge the turnover and profit of the Group in view of the strong demand of electronic water and gas meters.
(10) Eliminate the Continuing Connected Transaction with Hunan Weiming.

Having considered the reasons above, the Directors consider that the Acquisition has been made on normal commercial terms and after arm’s length negotiations. The terms are fair and reasonable so far as the Company and the Shareholders are concerned and that the Acquisition is in the interest of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE ACQUISITION

At Completion, the accounts of Hunan Weiming will be consolidated into the financial statements of the Company and Hunan Weiming will be accounted for as a wholly owned subsidiary of the Group. Newest Luck, as the immediate holding company of Hunan Weiming, will also be accounted for as a wholly owned subsidiary of the Group at Completion.

– 10 –

LETTER FROM THE BOARD

As at 31 December 2007, the Group’s audited consolidated total assets and liabilities amounted to approximately RMB1,924,994,000 (equivalent to HK$2,175,243,000) and approximately RMB701,716,000 (equivalent to 792,939,000), respectively and the Group’s net assets value amounted to approximately RMB1,223,278,000 (equivalent to HK$1,382,304,000). The audited total assets and liabilities of Hunan Weiming as at 31 December 2007 were approximately RMB104,159,250 (equivalent to HK$117,699,953) and approximately RMB76,556,383 (equivalent to HK$86,508,713) respectively and its net asset value was approximately RMB27,602,867 (equivalent to HK$31,191,240).

In light of the above and given that the increase in the total assets and liabilities of the Group and the cash payment arising from the Acquisition is minimal as compared with the Group’s total assets and liabilities, the Directors are of the view that the Acquisition will not have material impacts on the assets and liabilities of the Group.

Goodwill calculated as the difference between the First Payment and the total net fair value of Hunan Weiming will arise as a result of the Acquisition. Based on the net book value of Hunan Weiming of RMB27,602,867 (equivalent to HK$31,191,240) as at 31 December 2007, the goodwill arising from the Acquisition will be approximately RMB21,397,133 (equivalent to HK$24,178,760). If the maximum additional consideration of RMB101,000,000 (equivalent to HK$114,130,000) is also taken into account on calculating the goodwill, the goodwill arising from the Acquisition will be approximately RMB122,397,133 (equivalent to HK$138,308,760). The calculation of goodwill is in accordance with the Group’s accounting policy.

For the year ended 31 December 2007, the audited net profits after taxation of the Group and Hunan Weiming were approximately RMB212,896,000 (equivalent to HK$240,572,000) and RMB8,232,202 (equivalent to HK$9,302,388).

Following the Completion, Hunan Weiming will become a wholly-owned subsidiary of the Company and its accounts will be consolidated into the accounts of the Group. The Directors expect that the Acquisition will have a modest contribution to the Group’s net earnings based on the historical net earnings of Hunan Weiming for the year ended 31 December 2007.

GENERAL

As the Vendor is an associate of a connected person of the Company within the meaning of the Listing Rules, the Acquisition constitutes a connected transaction for the Company under the Listing Rules and will be subject to the reporting, announcement and Independent Shareholders’ approval requirements of Chapter 14A of the Listing Rules.

As the applicable percentage ratios as set out in the Listing Rules are more than 5% but less than 25%, the Acquisition also constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

Hantec Capital has been appointed the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Acquisition.

– 11 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

Set out on pages 33 to 34 is a notice convening the EGM to be held at Chater Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 21 May 2008 immediately after the conclusion of the annual general meeting of the Company, which is scheduled to be held at 4:00 p.m. at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the Acquisition. Pursuant to the requirements of the Listing Rules, the vote of the Independent Shareholders at the EGM for the approval of the Acquisition will be taken by poll where Mr. Ji and his associates, being connected persons of the Company in relation to the Acquisition, will abstain from voting.

The form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are advised to read the notice and complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar at Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on page 13 of this circular which contains its recommendations to the Independent Shareholders in respect of the terms of the Acquisition and the letter from Hantec Capital on pages 14 to 26 of this circular which contains its advice and the principal factors and reasons it has taken into consideration in arriving at its advice with regard to the terms of the Acquisition.

You are advised to read the letter from Independent Board Committee and the letter from Hantec Capital mentioned above before deciding as to how to vote at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular and the notice of the EGM.

Yours faithfully, By order of the Board of Wasion Meters Group Limited Cao Zhao Hui

Executive Director

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

5 May 2008

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

We have been appointed as members of the Independent Board Committee to advise you in connection with the terms of the Acquisition, details of which are set out in the “Letter from the Board” in the circular dated 5 May 2008 (the “Circular”) of which this letter forms part. Defined terms used in this letter shall have the same meanings as given to them in the Circular unless the context otherwise requires.

We, being the independent non-executive Directors constituting the Independent Board Committee, are writing to you to set out our opinion in respect of the terms of the Acquisition. The Independent Board Committee was set up to advise you whether in its view the terms of the Acquisition are in the interests of the Company and the Independent Shareholders as a whole and whether the terms of the Acquisition are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Hantec Capital has been appointed by the Company to advise us and the Independent Shareholders as to whether the terms of the Acquisition are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 14 to 26 of the Circular.

Your attention is also drawn to the “Letter from the Board” set out on pages 4 to 12 of the Circular and the additional information set out in the appendix to the Circular.

Having considered the terms of the Acquisition and the advice of Hantec Capital, we consider that the terms of the Acquisition are fair and reasonable as far as the Company and the Independent Shareholders are concerned and that they are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM attached to the Circular to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of

Independent Board Committee

Hui Wing Kuen Pan Yuan Wu Jin Ming Independent Independent Independent Non-executive Director Non-executive Director Non-executive Director

– 13 –

LETTER FROM HANTEC CAPITAL

The following is the full text of a letter of advice from Hantec Capital to the Independent Board Committee and the Independent Shareholders for the purpose of inclusion in this circular:

==> picture [44 x 48] intentionally omitted <==

Hantec Capital Limited 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

5 May 2008

To the Independent Board Committee and the Independent Shareholders of Wasion Meters Group Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Acquisition, details of which are set out in the Letter from the Board (the “ Letter from the Board ”) contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 5 May 2008, of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

On 18 April 2008 (after trading hours), Oceanbase, a wholly owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Vendor agreed to sell to Oceanbase the Sale Shares. The Vendor, Mr. Ji, is an executive Director and the controlling shareholder of the Company, and hence a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under the Listing Rules and will be subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Mr. Ji and his associates, being connected persons of the Company in relation to the Acquisition, will abstain from voting for the resolution to be proposed at the EGM to approve the Acquisition. The votes to be taken at the EGM shall be by poll.

The Independent Board Committee, comprising three independent non-executive Directors, namely Messrs. Hui Wing Kuen, Pan Yuan and Wu Jin Ming, has been established to advise the Independent Shareholders as to whether the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

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LETTER FROM HANTEC CAPITAL

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors and the management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Company.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statements in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group, Newest Luck and Hunan Weiming.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

The principal factors and reasons that we have taken into consideration in assessing the Acquisition and the terms thereof and arriving at our opinion are set out as follows:

1. Background of the Acquisition

Information on the Group

Information on Newest Luck and Hunan Weiming

Newest Luck is a company incorporated in Samoa and its sole asset is its equity interest in Hunan Weiming. As at the Latest Practicable Date, Newest Luck has no other operations other than its equity interest in Hunan Weiming.

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LETTER FROM HANTEC CAPITAL

Hunan Weiming is a wholly-foreign owned enterprise established in the PRC on 24 May 2002 and is principally engaged in the production and sale of electronic water and gas meters.

At Completion, the accounts of Hunan Weiming will be consolidated into the financial statements of the Company and Hunan Weiming will be accounted for as a wholly owned subsidiary of the Group.

2. Reasons for and benefits of the Acquisition

As stated in the Letter from the Board, the strategy of the Group is to develop into a total energy solution provider instead of just only power. Energy also includes water, gas and heat. There is strong demand for water, gas and heat meters due to the high intention paid by the PRC Government on energy consumption reduction. The Directors expect strong market demand deriving from the replacement of traditional mechanical gas, water and heat meters by electronic meters as traditional mechanical meters are unable to cope with the modernization and development of the water, gas and heat networks. In order to get the maximum benefit from the current and coming market growth of water and gas meters, the best solution for the Group is to acquire an existing water and gas electronic meter production plant so that it can react immediately and efficiently to the robust market demand. The Acquisition can enlarge the turnover and profit of the Group in view of the strong demand of electronic water and gas meters.

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LETTER FROM HANTEC CAPITAL

As stated in the Letter from the Board, the brandname of Hunan Weiming is well known and recognized by the water and gas meter market in the PRC. The functions and technical standards of the products produced by Hunan Weiming are superior as compared with other similar products in the market. Hunan Weiming has a complete ownership of its intellectual property rights including trademark, patents and software copyright. In the past two years, Hunan Weiming has won contracts to reform the IC card electronic water meters for Hohhot City (呼和浩特市) of Inner Mongolia Autonomous Region, reform the gas, hot and cold water and power meters for 60,000 families of China FAW Group (中國第一汽車集團) located at Changchun and 80,000 families of China Chalco (中鋁集團). The management team of Hunan Weiming has extensive experience and knowledge about the water and gas meter industry. Hunan Weiming is located in Changsha, Hunan which is more convenient and efficient for the Group to manage and consolidate the company into the Group after the Acquisition.

Based on the audited accounts for each of the two years ended 31 December 2006 and 31 December 2007 prepared in accordance with PRC accounting standards, the net profit before tax of Hunan Weiming was RMB426,225 (equivalent to approximately HK$481,634) and RMB8,232,202 (equivalent to approximately HK$9,302,388) respectively and the net profit after tax of Hunan Weiming was RMB426,225 (equivalent to approximately HK$481,634) and RMB8,232,202 (equivalent to approximately HK$9,302,388) respectively. As at 31 December 2007, the total net asset value of Hunan Weiming was approximately RMB27,602,867 (equivalent to approximately HK$31,191,240). At Completion, the accounts of Hunan Weiming will be consolidated into the financial statements of the Company. The Acquisition is expected to strengthen the Group’s earnings base given the historical and current profitability of Hunan Weiming.

In light of the above, in particular that, (i) the Acquisition is line with the Group’s development strategy; (ii) the Acquisition would allow the Company to penetrate into and benefit from the markets of water and gas meters; (iii) Hunan Weiming has the superior position in the water and gas meter industry in the PRC which would enable the Group to penetrate into the markets immediately; and (iv) the Acquisition is expected to strengthen the Group’s earnings base given the historical and current profitability of Hunan Weiming, we concur with the Directors that the Acquisition has been made on normal commercial terms and the Acquisition is in the interests of the Company and the Shareholders as a whole. Taking into account that the Group is principally engaged in the development, manufacture and sale of electronic power meters, data collection terminals and power management systems, while Hunan Weiming is principally engaged in the production and sale of electronic water and gas meters, we consider that the Acquisition is in line with the Group’s investment/development/expansion strategy and the Acquisition is in the ordinary and usual course of business of the Company.

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LETTER FROM HANTEC CAPITAL

3. The Consideration

(1) a first payment of RMB49,000,000 (equivalent to approximately HK$55,370,000) (the “ First Payment ”) will be payable in cash funded by internal resources of the Company within 30 days from the day when the condition precedent to the Sale and Purchase Agreement has been satisfied, or such later date as agreed by both parties in writing;
(2) the remaining balance of the Consideration, which will be determined based on the audited net profit after tax of Hunan Weiming for the year ending 31 December 2008 multiplied by a price to earning ratio of 6 times and deducting the First Payment but in any event shall not be more than RMB101,000,000 (equivalent to approximately HK$114,130,000), will be satisfied by issue and allotment of Consideration Shares at the Issue Price credited as fully paid within 30 days from the day on which the audited accounts of Hunan Weiming for the year ending 31 December 2008 have been issued by the auditors appointed by the Company, which is expected to be issued in the first quarter of 2009.

The mechanism of the additional consideration is based on a price to earning ratio of 6 times the net after tax profit of Hunan Weiming for the year ending 31 December 2008, subject to the upper limit of RMB101,000,000 (equivalent to approximately HK$114,130,000). As advised by the Directors, the additional consideration was determined after arm’s length negotiations between the parties with reference to the projected profits of Hunan Weiming as a result of the escalated demand in water and gas meters due to the robust markets. The Directors are of the view that the Consideration is on normal commercial terms, and is fair and reasonable and is in the interest of the Company and the Shareholders as a whole.

Comparison with PRC listed companies

As stated in the Letter from the Board, the price to earning ratio of 6 was determined after arm’s length negotiations and has also taken into consideration comparative price earning ratios of industrial enterprises of a similar nature in the PRC. In assessing the fairness and reasonableness of the Consideration, we have identified, on our best effort, following companies listed in Shenzhen Stock Exchange or Shanghai Stock Exchange (the “ PRC Comparable Companies ”), of which part of their businesses, and/or their associate companies, and/or their jointly controlled entities are related to the sale of electronic, water and/or gas meters and more than 90% of their respective turnover were generated from meter related businesses, details of which are set out below.

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LETTER FROM HANTEC CAPITAL

			Price to earning
			ratios (times)
			(as at the Last
PRC Comparable Companies	Stock code	Stock Exchange	Trading Date)
Chengdu Tianxing Instrument and Meter	000710	Shenzhen	N/A(a)
Company Limited
Shanghai Automation Instrumentation	600848	Shanghai	296.92
Company Limited
Shanghai Welltech Automation Company	002058	Shenzhen	58.18
Limited
Zhejiang Holley Technology Company	600097	Shanghai	399.67(b)
Limited
Range			58.18 times to
			399.67 times
Mean			251.59 times
Hunan Weiming			6.00 times

Source: http://www.szse.cn and http://www.sse.com.cn

Notes:

(a) Recorded loss for the year ended 31 December 2007 and price to earning ratio therefore not applicable.
(b) As the trading of the shares of Zhejiang Holley Technology Company Limited was suspended on the Last Trading Date, the price to earning ratio of Zhejiang Holley Technology Company Limited was therefore calculated based on the closing price on 3 April 2008, being the last trading day of the shares of Zhejiang Holley Technology Company Limited prior to the Last Trading Date.

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LETTER FROM HANTEC CAPITAL

As illustrated above, the price to earning ratios of the PRC Comparable Companies ranges from approximately 58.18 times to approximately 399.67 times with the mean value of approximately 251.59 times. The price to earning ratio of Hunan Weiming represented by the Consideration of approximately 6 times is the lowest amongst the price to earning ratios of the PRC Comparable Companies. From the perspective of the price to earning ratios with reference to the PRC Comparable Companies, we consider the Consideration is acceptable and is in the interest of the Company.

Comparison with the Company

In addition to the PRC Comparable Companies, we have been on our best effort to identify listed companies in Hong Kong which perform similar businesses as Hunan Weiming, and we identified by searching through the published information on the website of the Stock Exchange that the Company is the only listed company in Hong Kong which performs the similar business to that of Hunan Weiming. Set out below is a summary of the business activities, net profit and price to earning ratio of each of Hunan Weiming and the Company.

		Net profit for the
		year ended	Price to
Company name	Business activities	31 December 2007	earning ratio
Hunan Weiming	Production and sale of	RMB8,232,202	6.00 times
	electronic water and gas	(equivalent to
	meters	approximately
		HK$9,302,388)
The Company	Development, manufacture	RMB212,896,000	9.10 times
	and sale of electronic	(equivalent to	(as at the Last
	power meters, data	approximately	Trading Date)
	collection terminals and	HK$240,572,480)
	power management
	systems, the provision of
	energy management solutions

From the table above, we note the price to earning ratio of the Company is 9.10 times as at the Last Trading Date, whereas the price to earning ratio of Hunan Weiming is 6 times. As the price to earning ratio of Hunan Weiming is lower than that of the Company, we therefore consider that the Consideration represents reasonable value for the Company.

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LETTER FROM HANTEC CAPITAL

Comparison with the HK Comparable Companies

As we consider that only one comparable company in Hong Kong may not adequate for us to formulate our opinion, we have further identified, on our best effort, 3 listed companies in Hong Kong (the “ HK Comparable Companies ”) of which part of their businesses are related to the sale of electronic, water and/or gas meters. The HK Comparable Companies are identified by searching through published information, and may not contain all listed companies in the related industries. Shareholders should note that the stated price to earning ratios of the HK Comparable Companies could be sensitive to, amongst other things, each of their other businesses, financial position and market price performance of the respective shares and therefore, the price to earning ratios of the HK Comparable Companies listed below are for information and reference purposes only.

			Price to
		Net profit	earning ratio
		for the year ended	(as at the Last
Company name	Business activities	31 December 2007	Trading Date)
Cosmos Machinery	Trading of industrial	HK$100,040,174	5.07 times
Enterprises Limited	consumables, manufacturing
(118)	of plastic processing/products,
	industrial machinery and
	printed circuit boards
GST Holdings Limited	Manufacturing and	RMB181,016,000	10.32 times
(416)	distribution of fire alarm	(equivalent to
	systems and fire alarm	approximately
	network products, as well as	HK$204,548,000)
	related products, including
	security systems, building
	automation systems and
	electronic power meters
Hi Sun Technology	Trading of information	HK$184,276,000	12.24 times
(China) Limited	technology products and
(818)	provision of customised
	information system
	consultancy and integration
	services
Range			5.07 times to
			12.24 times
Mean			9.21 times
Hunan Weiming			6.00 times

Source: http://www.hkex.com.hk

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LETTER FROM HANTEC CAPITAL

As illustrated above, the price to earnings ratios of the HK Comparable Companies identified vary widely, with a range from 5.07 times to 12.24 times and a mean value of approximately 9.21 times. From the above, we observed that the price to earnings ratio of Hunan Weiming of 6 times represented by the Consideration is fall into the lower range amongst the HK Comparable Companies, which represents a discount of about 34.9% to the average of the price to earning ratios of the HK Comparable Companies. Hence we consider the Consideration is acceptable and is in the interest of the Company.

In view of the above, in particular that, (i) the price to earning ratio of Hunan Weiming represented by the Consideration is generally in at the lower range amongst the PRC Comparable Companies, the Company and the HK Comparable Companies; and (ii) the profitability of Hunan Weiming mentioned under the section headed “Reasons for and benefits of the Acquisition” above, we are of the view that the Consideration is considered reasonable and on normal commercial terms to the Company and it is fair and reasonable so far as the Independent Shareholders are concerned.

4. The Consideration Shares

The Consideration Shares will be issued to Star Treasure at the direction of the Vendor at a price of HK$3.58 per Share, which represents:

(1) a premium of approximately 20% to the closing price of HK$2.98 per Share as quoted on the daily quotation sheet of the Stock Exchange for the Last Trading Date;
(2) a premium of approximately 21% to the average closing price of HK$2.97 per Share as quoted on the daily quotation sheet of the Stock Exchange for the last 5 trading days up to and including the Last Trading Date;
(3) a premium of approximately 14% to the average closing price of HK$3.13 per Share as quoted on the daily quotation sheet of the Stock Exchange for the last 10 trading days up to and including the Last Trading Date; and
(4) a discount of approximately 11% to the closing price of HK$4.00 per Share as quoted on the daily quotation sheet of the Stock Exchange for the Latest Practicable Date.

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LETTER FROM HANTEC CAPITAL

To evaluate the fairness and reasonableness of the Issue Price, we have identified and reviewed, on a best effort basis, a number of connected transactions involving the issue of consideration shares (the “ Comparable Issues ”) of the companies listed on the Stock Exchange, announced since 1 January 2008 up to 18 April 2008, being the date of entering into the Sale and Purchase Agreement, as summarized below:

		Premium/	Premium/	Premium/
		(discount) of	(discount) of	(discount) of
		issue price to the	issue price to the	issue price to the
		closing price as	average closing	average closing
Company name	Date of	at the last	price for the last	price for the last
(Stock code)	announcement	trading day	five trading days	ten trading days
		%	%	%
The Sun’s Group	28-Mar-08	34.00	40.00	38.00
Limited (988)
Wang Sing International	25-Mar-08	(16.00)	(14.30)	(9.58)
Holdings Group
Limited (2389)
Mongolia Energy	10-Mar-08	(3.38)	(2.65)	(3.26)
Corporation Limited
(276)
Melco LottVentures	6-Mar-08	12.70	12.70	7.17
Limited (8198)
Nubrands Group	19-Feb-08	(1.96)	(6.02)	(3.10)
Holdings Limited
(835)
Henry Group	19-Feb-08	63.00	59.80	58.30
Holdings Limited
(859)
Challenger Group	18-Feb-08	14.29	29.03	40.35
Holdings Limited
(8203)
Jade Dynasty Group	23-Jan-08	(63.93)	(63.33)	(61.40)
Limited (970)
China Metal Resources	23-Jan-08	2.56	11.42	14.78
Holdings Limited
(8071)
CATIC Shenzhen	22-Jan-08	(5.41)	(6.69)	(6.48)
Holdings Limited
(161)
China Vanguard	17-Jan-08	(15.90)	(7.10)	(5.70)
Group Limited (8156)
Asian Capital Resources	11-Jan-08	(16.20)	(15.50)	(14.50)
(Holdings) Limited
(8025)
Rexcapital Financial	9-Jan-08	(4.88)	7.37	18.11
Holdings Limited
(555)
	Highest premium	63.00	59.80	58.30
	Highest (discount)	(63.93)	(63.33)	(61.40)
	Mean	(0.09)	3.44	5.59
The Company (3393)	18-Jan-08	20	21	14

Source: http://www.hkex.com.hk

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LETTER FROM HANTEC CAPITAL

We note from the table above that issue prices of the Comparable Issues ranged from a discount of approximately 63.93% to a premium of approximately 63.00% to the respective closing price as at the last trading days prior to the release of the relevant announcements with an average of a discount of approximately 0.09%. The Issue Price, which represents a premium of approximately 20% to the closing price of the Shares as at the Last Trading Date, hence falls within the said market range of the Comparable Issues.

According to the analysis as stated above, we are of the view that the basis of determining the Issue Price is fair and reasonable so far as the Independent Shareholders are concerned.

5. Dilution of the shareholding interests in the Company

The table below demonstrates the shareholding structure of the Company immediately before and after the issue and allotment of 31,879,888 Consideration Shares assuming that (i) the additional consideration is set at the upper limit of RMB101,000,000 (equivalent to approximately HK$114,130,000); and (ii) there is no change in the shareholding structure of the Company from the Latest Practicable Date:

Shareholder Star Treasure_(note 1 & 2) Mr. Ji(note 2)_ Public Shareholders Total	Immediately before the issue and allotment of the Consideration Shares No. of Shares % 463,000,000 56.61 463,000,000 56.61 354,927,787 43.39 817,927,787 100.00	Immediately after the issue and allotment of Consideration Shares No. of Shares % 494,879,888 58.23 494,879,888 58.23 354,927,787 41.77 849,807,675 100.00	Immediately after the issue and allotment of Consideration Shares No. of Shares % 494,879,888 58.23 494,879,888 58.23 354,927,787 41.77 849,807,675 100.00
			100.00

Notes:

(1) Star Treasure is 100% beneficially owned by Mr. Ji.

(2) Star Treasure and Mr. Ji are interested in the same Shares.

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LETTER FROM HANTEC CAPITAL

As shown in the above table, the shareholding interests of the public Shareholders will be decreased from approximately 43.39% to 41.77% immediately after the issue and allotment of 31,879,888 Consideration Shares, representing a decrease in shareholding of approximately 1.62%. After taking into account that (i) the terms of the Sale and Purchase Agreement were fairly and reasonably set; (ii) the Acquisition is expected to strengthen the Group’s earnings base given the historical and current profitability of Hunan Weiming; and (iii) the shareholding interests of the public Shareholders will be diluted in proportion to their respective shareholdings in the Company, we are of the view that the dilution effect to the public Shareholders is acceptable.

6. Financial effects of the Acquisition on the Group

At Completion, the accounts of Hunan Weiming will be consolidated into the financial statements of the Company and Hunan Weiming will be accounted for as a wholly owned subsidiary of the Group.

(i) Earnings

As set out in the Letter from the Board, Hunan Weiming recorded net profit after tax of RMB426,225 (equivalent to approximately HK$481,634) and RMB8,232,202 (equivalent to approximately HK$9,302,388) respectively for each of the two years ended 31 December 2006 and 31 December 2007. Given the historical performance of Hunan Weiming, it is expected that the turnover and net profit of the Group will further be improved upon Completion.

(ii) Cash position

As at 31 December 2007, the cash and cash equivalents of the Group was approximately RMB508,743,000 (equivalent to approximately HK$574,879,590). After the First Payment which will be payable in cash funded by internal resources of the Company, the Group’s cash and cash equivalents will decrease by the amount of RMB49,000,000 (equivalent to approximately HK$55,370,000). Accordingly, we concur with the Directors’ view that the Group has adequate financial resources to fulfill the payment obligation and the cash payment will not have a material adverse impact on the Group’s financial or cash flow condition after the First Payment.

As the remaining balance of the Consideration, which will be determined based on the audited net profit after tax of Hunan Weiming for the year ending 31 December 2008 but in any event shall not be more than RMB101,000,000 (equivalent to approximately HK$114,130,000) will be satisfied by issue and allotment of the Consideration Shares, the Group’s financial or cash flow condition would have no material change upon Completion.

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LETTER FROM HANTEC CAPITAL

(iii) Net assets value

As stated in the Letter from the Board, the total net asset value of Hunan Weiming as at 31 December 2007 amounted to approximately RMB27,602,867 (equivalent to approximately HK$31,191,240). The First Payment of RMB49,000,000 (equivalent to approximately HK$55,370,000) therefore exceed the net asset value of Hunan Weiming by approximately RMB21,397,133 (equivalent to approximately HK$24,178,760). Such difference represents the positive goodwill. However, as the final Consideration will be determined based on the audited net profit after tax of Hunan Weiming for the year ending 31 December 2008, such goodwill will be subject to annual assessment of impairment by the Directors and there will be no immediate profit and loss impact upon Completion. In the event that the final Consideration is RMB150,000,000 (equivalent to approximately HK$169,500,000), the positive goodwill arising from the additional consideration of RMB101,000,000 (equivalent to approximately HK$114,130,000) will be subject to annual assessment of impairment by the Directors and there will be no immediate profit and loss effect.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the Acquisition and the terms of the Sale and Purchase Agreement are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We also consider that the Acquisition is on normal commercial terms and is in the ordinary and usual course of business of the Company. We therefore advise the Independent Shareholders, and the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of Hantec Capital Limited Robert Siu Director

– 26 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

2. DISCLOSURE OF INTERESTS

(I) Disclosure of interests by the Directors

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

(a) Directors’ interests in shares

	Capacity/	Number of	Percentage of
Name of Director	Nature of interest	Shares held	holding
			(%)
Mr. Ji	Interested in	463,000,000	56.61
	controlled
	corporation
	(Note)
Wang Xue Xin	Beneficial owner	200,000	0.02
Hui Wing Kuen	Beneficial owner	300.000	0.04

Note: Star Treasure is 100% beneficially owned by Mr. Ji.

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GENERAL INFORMATION

APPENDIX

(b) Directors’ interests in underlying shares of the Company attached to the share options granted by the Company

	Capacity/	Number of	Percentage of
Name of Director	Nature of interest	Shares held	holding
			(%)
Cao Zhao Hui	Beneficial owner	2,000,000	0.24
Wang Xue Xin	Beneficial owner	2,800,000	0.34
Zheng Xiao Ping	Beneficial owner	2,000,000	0.24
Liao Xue Dong	Beneficial owner	1,600,000	0.20
Zeng Xin	Beneficial owner	2,000,000	0.24
Hui Wing Kuen	Beneficial owner	300,000	0.04
Pan Yuan	Beneficial owner	200,000	0.02
Wu Jin Ming	Beneficial owner	200,000	0.02

Note: The above share options were granted pursuant to the Company’s share option scheme adopted on 26 November 2005. Upon execution of the share options in accordance with such scheme, shares are issuable.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors of the Company or their associates has any interests or short positions in any shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange.

(II) Substantial Shareholders’ Interests

As at the Latest Practicable Date, so far as is known to any Directors of the Company, the following persons have interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

by the Company pursuant to section 336	of the SFO:
	Number of	Percentage of
Name of Shareholder	shares held	holding
		(%)
Star Treasure_(Note 1)_	463,000,000	56.61
Temasek Holdings	42,256,000	5.17
(Private) Limited_(Note 2)_
Templeton Asset Management Ltd.	40,982,000	5.01

Note 1: Star Treasure is 100% beneficially owned by Mr. Ji.

Note 2: The shares are held by Baytree Investments (Mauritius) Pte Ltd which is wholly owned by Seletar Investments Pte Ltd which in turn is wholly owned by Temasek Capital (Private) Limited. Temasek Capital (Private) Limited is wholly owned by Temasek Holdings (Private) Limited.

– 28 –

GENERAL INFORMATION

APPENDIX

Save as disclosed above, the Directors of the Company were not aware that there was any person (other than a Director of the Company) who, as at the Latest Practicable Date, had an interest or a short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or in any options, in respect of such capital.

(III) Others

As at the Latest Practicable Date, none of the Directors is a director or employee of a company which had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. MATERIAL ADVERSE CHANGES

The Directors are not aware of any material adverse changes in the financial and trading position of the Group since 31 December 2007, the date of which the latest audited financial statements of the Group were made up.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors of the Company and their respective associates have any interests in a business, which competes or may compete with the business of the Company and its subsidiaries.

5. DIRECTORS’ INTEREST IN ASSETS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of Group since 31 December 2007, the date of which the latest audited financial statements of the Group were made up.

6. DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE

None of the Directors is interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the date of this circular and which is significant in relation to the business of the Company.

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GENERAL INFORMATION

APPENDIX

7. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposing to enter into a service contract with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

9. EXPERT’S QUALIFICATION AND CONSENT

Hantec Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Qualification

Name Qualification Hantec Capital a licensed corporation under the SFO to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities

10. EXPERT’S INTERESTS

As at the Latest Practicable Date, Hantec Capital did not have any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2007, the date to which the latest audited financial statements of the Group were made up; and was not beneficially interested in the share capital of 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.

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GENERAL INFORMATION

APPENDIX

11. PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles of Association, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands) demanded by:

(a) by the chairman of the meeting; or
(b) by at least three members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or
(c) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting; or
(d) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
(e) by any Director or Directors, who, individually or collectively, hold proxies in respect of shares representing five per cent or more of the total voting rights at such meeting.

12. GENERAL

(a) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies.
(b) The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(c) The secretary and the qualified accountant of the Company is Mr. Choi Wai Lung Edward, a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accounts.
(d) The auditors of the Company is KPMG of 8th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong.
(e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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GENERAL INFORMATION

APPENDIX

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Room 2903, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong during normal business hours from the date of this circular up to and including 21 May 2008.

The Agreement; and
The Sale and Purchase Agreement.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3393)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Wasion Meters Group Limited (the “ Company ”) will be held at Chater Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 21 May 2008 immediately after the conclusion of the annual general meeting of the Company, which is scheduled to be held at 4:00 p.m. for the purpose of considering, and, if thought fit, pass the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT

(1) the execution and implementation of the sale and purchase agreement (the “Sale and Purchase Agreement”) dated 18 April 2008 entered into between Mr. Ji Wei (the “Vendor”), the Chairman of the board of Directors of the Company, and Oceanbase Group Limited (“Oceanbase”), a wholly owned subsidiary of the Company, a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes, pursuant to which, the Vendor has agreed to sell and Oceanbase has agreed to purchase the entire issued share capital in Newest Luck Investments Limited for a consideration of not more than RMB150,000,000, and the issue and allotment of shares of the Company at the price of HK$3.58 per share as partial consideration for the said purchase pursuant to the terms and subject to the conditions of the Sale and Purchase Agreement, be and are hereby approved, confirmed and ratified; and
(2) any one Director be and is hereby authorised to execute any incidental documents and to do all such things and take all other steps which, in his/her opinion, may be necessary or desirable in connection with the transactions contemplated under the Sale and Purchase Agreement.”

By Order of the Board of Choi Wai Lung Edward

Company Secretary

Hong Kong, 5 May 2008

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

Any member of the Company entitled to attend and vote at the meeting of the Company by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. A proxy need not be a member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notary certified copy of such power or authority must be delivered to the office of Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.
Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
The votes to be taken at the meeting of the Company by the above notice will be taken by poll.

As at the date of this notice, the Board comprises Messrs. Ji Wei, Cao Zhao Hui, Wang Xue Xin, Zheng Xiao Ping, Liao Xue Dong and Zeng Xin as Executive Directors of the Company and Messrs. Hui Wing Kuen, Pan Yuan and Wu Jin Ming as Independent non-executive Directors of the Company.

– 34 –

AI assistant

Wasion Holdings Limited — Proxy Solicitation & Information Statement 2008

50835_rns_2008-05-02_0b5b33b2-4b1d-4744-bbe8-2aaaff9eeade.pdf

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

DISCLOSEABLE AND CONNECTED TRANSACTION

Hantec Capital Limited

CONTENT

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

LETTER FROM THE BOARD

THE ACQUISITION

The Sale and Purchase Agreement

Parties to the Sale and Purchase Agreement:

The Acquisition

Assets to be acquired

LETTER FROM THE BOARD

Consideration

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions of the Sale and Purchase Agreement

Completion

Information on Hunan Weiming

Reason for the Acquisition

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE ACQUISITION

LETTER FROM THE BOARD

GENERAL

EXTRAORDINARY GENERAL MEETING

RECOMMENDATIONS

ADDITIONAL INFORMATION

WASION METERS GROUP LIMITED 威勝儀表集團有限公司

DISCLOSEABLE AND CONNECTED TRANSACTION

Yours faithfully, For and on behalf of

Independent Board Committee

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

BASIS OF OUR ADVICE

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

1. Background of the Acquisition

2. Reasons for and benefits of the Acquisition

LETTER FROM HANTEC CAPITAL

3. The Consideration

Comparison with PRC listed companies

LETTER FROM HANTEC CAPITAL

Comparison with the Company

4. The Consideration Shares

LETTER FROM HANTEC CAPITAL

LETTER FROM HANTEC CAPITAL

5. Dilution of the shareholding interests in the Company

6. Financial effects of the Acquisition on the Group

(i) Earnings

(ii) Cash position

LETTER FROM HANTEC CAPITAL

(iii) Net assets value

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(I) Disclosure of interests by the Directors

(a) Directors’ interests in shares

APPENDIX

(II) Substantial Shareholders’ Interests

APPENDIX

(III) Others

3. MATERIAL ADVERSE CHANGES

4. COMPETING INTERESTS

5. DIRECTORS’ INTEREST IN ASSETS

6. DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE

7. DIRECTORS’ SERVICE CONTRACTS

8. LITIGATION

9. EXPERT’S QUALIFICATION AND CONSENT

Qualification

10. EXPERT’S INTERESTS

11. PROCEDURES FOR DEMANDING A POLL

12. GENERAL

13. DOCUMENTS AVAILABLE FOR INSPECTION

Wasion Holdings Limited Proxy Solicitation & Information Statement 2008