Wang On : TitleMAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE INTEREST IN PEARL LIMITED

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.

WANG ON GROUP LIMITED	WANG ON PROPERTIES LIMITED
（宏 安 集 團 有 限 公 司）*	宏 安 地 產 有 限 公 司
(Incorporated in Bermuda with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock Code: 1222)	(Stock Code: 1243)
JOINT ANNOUNCEMENT
MAJOR TRANSACTION	DISCLOSEABLE TRANSACTION

IN RELATION TO THE ACQUISITION OF

THE ENTIRE INTEREST IN PEARL LIMITED

THE ACQUISITION

The boards of directors of WOG and WOP respectively announce that on 30 April 2019, the Purchaser (an indirect wholly-owned subsidiary of WOP) entered into the Provisional Agreement with the Vendor, pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase (a) the entire issued share capital in the Target Company (i.e. the Sale Shares); and (b) the shareholder loan(s) owing by the Target Company to the Vendor as at the Completion Date (i.e. the Sale Loan), at the aggregate consideration of HK$780 million (subject to adjustment) subject to the terms of the Provisional Agreement.

Upon Completion, each member of the Target Group will become a subsidiary of each of the WOG Group and the WOP Group and their financial results will be consolidated into the financial statements of each of the WOG Group and the WOP Group.

* For identification purpose only

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GENERAL

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition for WOP exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction for WOP and is therefore subject to the reporting and announcement requirements under the Listing Rules.

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition for WOG exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for WOG and is therefore subject to the reporting, announcement and shareholders' approval requirements under the Listing Rules. To the best of the knowledge, information and belief of the directors of WOG, having made all reasonable enquiries, no shareholders of WOG or any of their respective associates have any material interest in the Acquisition, thus no shareholder of WOG is required to abstain from voting if WOG were to convene a special general meeting for the approval of the Acquisition. WOG has obtained a written shareholders' approval from Mr. Tang Ching Ho and his associates, the controlling shareholder group holding 9,984,356,772 shares of WOG (representing approximately 55.88% of the total issued shares of WOG as at the date of this joint announcement), in lieu of holding a special general meeting to approve the Acquisition in accordance with Rule 14.44 of the Listing Rules.

Pursuant to Rule 14.41(a) of the Listing Rules, WOG is required to despatch a circular containing, among other information, further details of the Acquisition, to the shareholders of WOG within 15 business days after the publication of this joint announcement, which is on or before 23 May 2019. As it is expected that the parties shall enter into the Formal Agreement for the Acquisition on or before 14 June 2019, WOG will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules for the circular to be despatched on or before 14 June 2019 so as to include any additional information in relation to the Acquisition arising from the Formal Agreement. WOG will make further announcement after it has obtained the Waiver from the Stock Exchange, or has entered into the Formal Agreement, and the expected despatch date of the circular has been confirmed.

INTRODUCTION

The boards of directors of WOG and WOP respectively announce that on 30 April 2019, the Purchaser (an indirect wholly-owned subsidiary of WOP) entered into the Provisional Agreement with the Vendor, pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase (a) the entire issued share capital in the Target Company (i.e. the Sale Shares); and (b) the shareholder loan(s) owing by the Target Company to the Vendor as at the Completion Date (i.e. the Sale Loan), at the aggregate consideration of HK$780 million (subject to adjustment) subject to the terms of the Provisional Agreement.

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THE PROVISIONAL AGREEMENT

The principal terms of the Provisional Agreement are summarised as follows:

Date

30 April 2019

Parties

(i)The Purchaser as purchaser.

(ii)The Vendor as vendor.

To the best of the knowledge, information and belief of the directors of each of WOG and WOP, having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner(s) is a third party independent of each of WOG, WOP and their respective connected persons.

Subject Matter

The Sale Shares, representing the entire issued share capital of the Target Company, and the Sale Loan owing by the Target Company to the Vendor. The Target Company indirectly holds 100% legal and beneficial ownership of the Property through the Subsidiary. The Property is sold on an "as-is" basis free from encumbrances other than the existing leases, tenancies and licences in respect of the Property as at the Completion Date.

The parties shall not be obliged to complete the sale and purchase of any of the Sale Shares or the assignment of the Sale Loan unless the sale and purchase of all the Sale Shares and the assignment of the Sale Loan are completed simultaneously.

Consideration

The Consideration payable under the Provisional Agreement is HK$780 million, subject to be adjusted as described in the paragraph headed "Adjustment to the Consideration" below, shall be apportioned as follows:

(i)the consideration for the Sale Loan shall be an amount equal to the Sale Loan as at the Completion Date; and

(ii)the consideration for the transfer of the Sale Shares shall be an amount equal to the Consideration less the consideration for the Sale Loan set out in paragraph (i) above.

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The Consideration has been paid and shall be paid in the following manner:

(a)a sum of HK$30 million, being the initial deposit money (the "Initial Deposit"), was paid by the Purchaser to the Vendor's solicitors as stakeholders on the date of the Provisional Agreement;

(b)a sum of HK$48 million, being the further deposit (the "Further Deposit", together with the Initial Deposit, the "Deposits"), shall be paid by the Purchaser to the Vendor's solicitors as stakeholders on the date of the Formal Agreement or 14 June 2019, whichever is the earlier; and

(c)the balance of the Consideration after deducting the Deposits shall be paid by the Purchaser in the following manner:

(i)a sum equal to the amount (if any) owing in respect of the Bank Loan and the amount payable to fully release and discharge all the existing security documents in relation to the Bank Loan (including, among others, a mortgage by the Target Company in favour of the bank (as facility agent and security agent)) shall be paid directly to the relevant bank; and

(ii)the remainder of the balance of the Consideration shall be paid to the Vendor's solicitors as stakeholders.

Adjustment to the Consideration

The Consideration shall be adjusted in the following manner:

(a)an amount in respect of the final adjustment of the Consideration as determined according to the following formula shall be paid by the Purchaser or the Vendor (as the case may be) within five (5) business days after agreement or determination of the Completion Accounts:

(i)there shall be added to the Consideration the amount (if any) by which the Net Asset Value (determined by reference to the Completion Accounts) is more than the Net Asset Value (determined by reference to the unaudited proforma completion accounts); or

(ii)there shall be deducted from the Consideration the amount (if any) by which the Net Asset Value (determined by reference to the Completion Accounts) is less than the Net Asset Value (determined by reference to the unaudited proforma completion accounts).

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The unaudited net asset value (determined by reference to the latest management accounts) as at 28 February 2019 is approximately HK$209.4 million.

The Consideration was arrived at following arm's length negotiations with the Vendor having regard to the prevailing market price of similar properties at similar locations and the prevailing rental yield as compared to the properties held by the Target Group and will be financed by the WOP Group's banking facilities and/or internal resources.

The directors of both WOG and WOP consider that the terms of the Acquisition are on normal commercial terms and fair and reasonable and in the interests of each of WOG, WOP and their respective shareholders as a whole.

Conditions precedent

Completion is conditional upon the following Conditions being satisfied (or waived by the Purchaser) on or before the Completion Date:

(a)certain warranties given by the Vendor remaining true, accurate and not misleading in all respects on the Completion Date; and

(b)there being no material damage to the Property up to Completion.

If any of the Conditions has not been fulfilled (or waived by the Purchaser in writing) on or before the Completion Date, the Provisional Agreement shall terminate in accordance with the terms of the Provisional Agreement.

Completion

Completion shall take place on 4 July 2019 or such other date as the Vendor and the Purchaser may agree in writing.

The Formal Agreement

Pursuant to the terms of the Provisional Agreement, the parties shall enter into the Formal Agreement for the Acquisition on or before 14 June 2019. In the event the parties fail to agree on the terms of the Formal Agreement, the Provisional Agreement shall remain valid and in full force and effect.

Costs

All stamp duty (if any) payable in relation to the Acquisition shall be borne by the Purchaser.

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