Wang On : TitleJOINT ANNOUNCEMENT - (1)PRE-CONDITIONAL VOLUNTARY PARTIAL CASH OFFER BY KSL ON BEHALF OF GOAL SUCCESS TO ACQUIRE CAP SHARES WHICH WOULD RESULT IN THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT HOLDING A MAX 75% OF CAP SHARES AND TO ACQUIRE A MAX 54.83% OF THE OUTSTANDING PRINCIPAL AMOUNT OF CAP CONVERTIBLE NOTES (2)POSSIBLE VSA FOR WYT (3)POSSIBLE MT FOR THE COMPANY (4)APPOINTMENT OF IFA TO CAP IBC AND ESTABLISHMENT OF CAP IBC (5)EOG IRREVOCABLE UNDERTAKING AND (6)PROVISION OF LOAN TO CAP

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Goal Success Investments Limited, Wai Yuen Tong Medicine Holdings Limited, China Agri-Products Exchange Limited, Wang On Group Limited or Easy One Financial Group Limited.

GOAL SUCCESS INVESTMENTS	WAI YUEN TONG MEDICINE
LIMITED	HOLDINGS LIMITED
(Incorporated in the British Virgin Islands with limited	( 位元堂藥業控股有限公司* )
liability)	(Incorporated in Bermuda with limited liability)
	(Stock Code: 897)

WANG ON GROUP LIMITED	EASY ONE FINANCIAL GROUP
( 宏安集團有限公司) *	LIMITED
(Incorporated in Bermuda with limited liability)	易易壹金融集團有限公司
(Stock Code: 1222)	(Incorporated in the Cayman Islands and continued in
	Bermuda with limited liability)
	(Stock Code: 221)

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中國農產品交易有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)

* For identification purpose only

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JOINT ANNOUNCEMENT

1. PRE-CONDITIONALVOLUNTARY PARTIAL CASH OFFER BY ON BEHALF OF GOAL SUCCESS INVESTMENTS LIMITED TO ACQUIRE SUCH NUMBER OF SHARES OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED FROM CAP SHAREHOLDERS WHICH WOULD RESULT IN THE
   OFFEROR AND PARTIES ACTING IN CONCERT WITH IT HOLDING A MAXIMUM OF 75% OF THE ISSUED SHARE CAPITAL OF CHINA AGRI- PRODUCTS EXCHANGE LIMITED AND TO ACQUIRE A MAXIMUM OF 54.83% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
   THE CONVERTIBLE NOTES OF CHINA AGRI-PRODUCTS EXCHANGE LIMITED (SUBJECT TO ADJUSTMENT IN THE EVENT OF A CHANGE IN THE ISSUED SHARE CAPITAL OF

CHINA AGRI-PRODUCTS EXCHANGE LIMITED)

1. POSSIBLE VERY SUBSTANTIAL ACQUISITION FOR WAI YUEN TONG MEDICINE HOLDINGS LIMITED
2. POSSIBLE MAJOR TRANSACTION FOR WANG ON GROUP LIMITED
3. APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER TO THE CAP INDEPENDENT BOARD COMMITTEE AND ESTABLISHMENT OF THE

CAP INDEPENDENT BOARD COMMITTEE

1. IRREVOCABLE UNDERTAKING BY ONGER INVESTMENTS LIMITED AND PEONY FINANCE LIMITED

AND

1. PROVISION OF LOAN FROM DOUBLE LEADS INVESTMENTS LIMITED AND WINNING RICH INVESTMENTS LIMITED TO CHINA AGRI-PRODUCTS

EXCHANGE LIMITED

Financial Adviser to the Offeror	Independent Financial Adviser
			to the CAP Independent Board Committee

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THE PARTIAL OFFERS

The Offeror announces that Kingston Securities, on behalf of the Offeror, will (subject to the satisfaction of the Pre-Conditions):

1. make the Partial Share Offer to the CAP Shareholders to acquire such number of Offer Shares which would result in the Offeror and parties acting in concert with it holding a maximum of 75% of the CAP Shares in issue as at the Final Closing Date (including any CAP Share for which a valid conversion notice has been delivered in respect of the Convertible Notes on or after the Announcement Date and prior to the Final Closing Date) at the Partial Share Offer Price of HK$0.091 per CAP Share; and
2. pursuant to Rule 13.1 of the Takeovers Code, extend an appropriate offer to acquire a maximum of 54.83% of the outstanding principal amount of the Convertible Notes (subject to adjustment in the event of a change in the issued share capital of CAP) (for illustrative purposes only, as at the Announcement Date and assuming no Convertible Notes are converted into the CAP Shares, the maximum amount of the Convertible Notes that may be acquired would be approximately HK$145.19 million of the outstanding principal amount of the Convertible Notes).

VALUE OF THE PARTIAL OFFERS

Assuming full valid acceptances of the Partial Share Offer, the cash consideration payable by the Offeror for the Offer Shares, being a maximum number of CAP Shares which would result in the Offeror and parties acting in concert with it holding 75% of the CAP Shares in issue as at the Final Closing Date, under the Partial Share Offer will be approximately HK$496.60 million (assuming no Convertible Notes are converted into the CAP Shares) or approximately HK$524.20 million (assuming all Convertible Notes that are not subject to the EOG Irrevocable Undertaking (being approximately HK$161.8 million or approximately 61.10%) are converted into the CAP Shares).

Assuming full valid acceptances of the Partial CN Offer, the cash consideration payable by the Offeror under the Partial CN Offer will be approximately HK$33.03 million.

Accordingly, the maximum total cash consideration payable by the Offeror under the Partial Offers will amount to approximately HK$529.63 million.

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CONFIRMATION OF FINANCIAL RESOURCES

The Offeror intends to finance the cash consideration required for the Partial Offers by internal resources.

Kingston CF, as the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy the maximum total cash consideration payable by the Offeror under the Partial Offers.

IRREVOCABLE UNDERTAKING BY ONGER INVESTMENTS AND PEONY FINANCE

On 26 September 2019, Onger Investments, an existing CAP Shareholder, gave an irrevocable undertaking to the Offeror that, among other things, (a) it will not sell, transfer, encumber, grant any option over or otherwise dispose of any interest in the CAP Shares held by it; and

(b) it will not tender any CAP Share held by it for acceptance of the Partial Share Offer.

On 26 September 2019, Peony Finance, a Convertible Noteholder, gave an irrevocable undertaking to the Offeror that, among other things, (a) it will not sell, transfer, encumber, grant any option over or otherwise dispose of any interest in the Convertible Notes held by it;

1. it will not tender any Convertible Note held by it for acceptance of the Partial CN Offer; and (c) it will not exercise the conversion rights attaching to the Convertible Notes held by it to convert the Convertible Notes held by it into the CAP Shares.

LISTING STATUS

The Offeror intends to maintain the listing status of CAP on the Stock Exchange upon completion of the Partial Offers.

DESPATCH OF THE COMPOSITE DOCUMENT

It is expected that the Composite Document containing, among other things, (i) the full terms and conditions of the Partial Offers; (ii) the form of acceptance; (iii) the recommendation from the CAP Independent Board Committee in respect of the Partial Offers; and (iv) the letter from the Independent Financial Adviser to the CAP Independent Board Committee in respect of the Partial Offers will be despatched to the CAP Shareholders and the Convertible Noteholders within 7 days of fulfilment of the Pre-Conditions. The Offeror has applied to the Executive for its consent under Note 2 to Rule 8.2 of the Takeovers Code to permit the Composite Document to be posted within the timeframe described above.

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POSSIBLE VERY SUBSTANTIAL ACQUISITION FOR WYT

The making of the Partial Offers will constitute a transaction for WYT under Chapter 14 of the Listing Rules. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Partial Offers (if proceed with) is 100% or more for WYT, the Partial Offers will constitute a very substantial acquisition for WYT under Chapter 14 of the Listing Rules and is therefore subject to the requirements of notification, publication and approval from the WYT Shareholders at the WYT SGM.

Approval by the WYT Shareholders of the Partial Offers is one of the Pre-Conditions to the Partial Offers. The Pre-Conditions cannot be waived by the Offeror. If the Pre-Conditions are not satisfied by 31 December 2019, the Partial Offers will not be made.

POSSIBLE MAJOR TRANSACTION FOR WOG

As at the Announcement Date, WYT is held as to approximately 58.08% by WOG. The making of the Partial Offers by the Offeror will also constitute a transaction for WOG under Chapter 14 of the Listing Rules. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Partial Offers (if proceed with) is 25% or more, but less than 100% for WOG, the Partial Offers will constitute a major transaction for WOG under Chapter 14 of the Listing Rules and is therefore subject to the requirements of notification, publication and approval from the WOG Shareholders at the WOG SGM.

Approval by the WOG Shareholders of the Partial Offers is one of the Pre-Conditions to the Partial Offers. The Pre-Conditions cannot be waived by the Offeror. If the Pre-Conditions are not satisfied by 31 December 2019, the Partial Offers will not be made.

WARNING

As the making of the Partial Offers is subject to the satisfaction of the Pre-Conditions, the Partial Offers may or may not be made. Further, completion of the Partial Offers is subject to the Conditions being fulfilled. Accordingly, CAP Shareholders, Convertible Noteholders, WYT Shareholders, WOG Shareholders and prospective investors are advised to exercise caution when dealing in the securities of CAP, WYT or WOG. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

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