39891-01A 1..10

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.


(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES

Placing Agents



On 5 May 2015, the Company, the Vendor and Mr. Ji entered into the Placing Agreement with the
Placing Agents under which the Placing Agents have agreed to place, on a best efforts basis, up to
68,000,000 existing Shares at a price of HK$10.80 per Share on behalf of the Vendor.
Assuming all of the Placing Shares are successfully placed, the Placing Shares represent approximately 7.14% of the existing issued share capital of the Company and approximately 6.71% of the issued share capital of the Company as enlarged by the Subscription.
The Placing Shares will be placed by the Placing Agents to not less than six independent professional, institutional and/or individual investors who and their ultimate beneficial owners are or will be third parties independent of the Company and its connected persons. The Placing is conditional on certain termination events upon the occurrence of which the Placing will not proceed to completion unless waived by the Placing Agents.
Pursuant to the Placing, the Vendor and the Company have also entered into the Subscription Agreement under which the Vendor has conditionally agreed to subscribe for up to 61,000,000 new Shares at the Placing Price.

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Completion of the Subscription is conditional upon: (1) completion of the Placing; and
(2) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.
The shareholding of the Vendor in the issued share capital of the Company will be reduced from approximately 54.70% to approximately 50.72% upon completion of the Placing and the Subscription.
As the Placing and Subscription are subject to the fulfillment of a number of conditions and may or may not proceed to completion, Shareholders and prospective investors are advised to exercise caution when dealing in the Shares of the Company.

PLACING AGREEMENT
Date: 5 May 2015
Parties:
(a) the Vendor, which is an investment holding company wholly-owned by Mr. Ji. As at the date of this announcement, the Vendor is interested in 520,686,888 Shares, representing approximately
54.70% of the existing issued share capital of the Company;
(b) Mr. Ji, an executive Director and controlling shareholder of the Company; (c) the Company; and
(d) the Placing Agents.
Placing Shares
68,000,000 existing Shares, representing approximately 7.14 % of the existing issued share capital of the Company and about 6.71% of the issued share capital as enlarged by the Subscription, assuming all such Shares are placed. Of the 68,000,000 Placing Shares, 61,000,000 Shares were beneficially owned by the Vendor and 7,000,000 Shares were held by the Vendor on behalf of 20 research and development staff of the Company, none of whom is a director or shareholder holding 1% or more of the issued share capital of the Company.

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Placing Price
The Placing Price of HK$10.80 per Share represents:
(i) a discount of approximately 10.60% to the closing price of HK$12.08 per Share as quoted on the
Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 9.55% to the average closing price of HK$11.94 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and
(iii) a discount of approximately 6.09% to the average closing price of HK$11.50 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.
The Placing Price was determined after arm's length negotiation between the parties with reference to the 5-day and 10-day average trading prices of the Shares on the Stock Exchange and the Directors (including the independent non-executive Directors) consider that the Placing Price to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole.
Rights
The Placing Shares will be sold free of all liens, charges and encumbrances, and together with all rights attaching thereto as at the date of the Placing Agreement, including the right to receive all dividends or other distributions declared, made or paid on or after the date of the Placing Agreement.
Independence of the Placing Agents and the Placees
The Placing Shares will be placed by the Placing Agents to not less than six independent professional, institutional and/or individual investors. It is not expected that any placee will become a substantial shareholder of the Company as a result of the Placing.
The Placing Agents and the placees to be procured by the Placing Agents and their ultimate beneficiary owners are or will be, as the case may be, third parties independent of the Company and its connected persons.
Termination Events
The Placing Agreement may be terminated by each of the Placing Agents by written notice to the Vendor, Mr. Ji or the Company given at any time prior to completion of the Placing if there is any failure or refusal on the part of the Vendor, Mr. Ji or the Company to comply with the terms of the Placing Agreement applicable to it. The Placing Agents also have the right to terminate the Placing Agreement upon the occurrence of any of the following events:
(a) any breach of, or any event rendering untrue or inaccurate, any of the representations, warranties or undertakings under the Placing Agreement;

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(b) suspension in or materially limited on trading generally by any of the Stock Exchange, the
Shanghai Stock Exchange, the New York Stock Exchange or the London Stock Exchange;
(c) suspension in trading of any securities of the Company on the Stock Exchange or in any over the counter market (save for such suspension pending the issue by the Company of this announcement pursuant to the Listing Rules);
(d) a material disruption in securities settlement, payment or clearance services in the U.S., Hong
Kong or the PRC;
(e) any moratorium on commercial banking activities declared by the PRC, Federal or New York State of the U.S. or Hong Kong authorities;
(f) any outbreak or escalation of hostilities, declaration of a national emergency or war, any significant event, development or change in financial markets, currency exchange rates or controls or calamity or crisis that, in each of the Placing Agent's judgment in its sole discretion, is material and adverse and which, singly or together with any other event specified therein, makes it, in each of the Placing Agent's judgment in its sole discretion, impracticable to proceed with the offer, sale or delivery of the Placing Shares on the terms and in the manner contemplated under the Placing Agreement;
(g) the coming into effect of any new law or regulation or change or development involving a prospective change in existing laws or regulations;
(h) there having occurred any significant change (whether or not permanent) in local, national or international monetary, economic, financial, political or military conditions (including, but not limited to, any significant change (whether or not permanent) in local, national or international securities market conditions or currency exchange rates or foreign exchange rates or foreign exchange controls);
(i) there having occurred any material adverse change or development (whether or not permanent) involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company or the Group as a whole, whether or not arising out of the ordinary course of business; and
(j) the Subscription Agreement not having been entered into by the parties thereto on the date of the Placing Agreement and the Subscription Agreement subsequently having been revoked, terminated or modified without the written consent of each of the Placing Agents.
Completion of the Placing
The parties expect that the Placing will be completed on the third business day after the date of the
Placing Agreement (or such other date as the Vendor and the Placing Agents may agree in writing).

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Undertakings
Each of the Vendor and Mr. Ji has undertaken to the Placing Agents that (except for the sale of the Placing Shares pursuant to the Placing Agreement or the creation of security (including a charge or a pledge) in favour of an authorised institution (as defined in the Banking Ordinance of Hong Kong) or any entity licensed under the Securities and Futures Ordinance of Hong Kong) from the date of the Placing Agreement until (and including) the date being 180 days after the Closing Date, it/he will not, and will procure that the companies or entities through which it/he is interested in the Shares will not (without the prior written consent of the Placing Agents):
(a) offer, pledge, charge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share (including the Subscription Shares to be subscribed by the Vendor under the Subscription Agreement and any Shares which it acquires subsequent to the date of the Subscription Agreement) or any interests therein or any securities convertible into or exercisable or exchangeable for any such Shares or interests, or
(b) enter into any swap or similar agreement that transfers to another, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction is to be settled by delivery of shares in the Company or such other securities, in cash or otherwise, or
(c) announce any intention to enter into or effect any such transaction described in (a) or (b) above.
The Company has undertaken to the Placing Agents, and the Vendor undertakes to the Placing Agents that it will procure the Company, not to, (save for (a) the issue of Subscription Shares in accordance with the terms and conditions of the Subscription Agreement, (b) any Shares which may fall to be issued pursuant to the proposed subscription of new Shares by International Finance Corporation as announced by the Company on 4 May 2015, (c) any Shares which may fall to be issued upon the exercise of any share options that have or may be granted to the directors or employees of the Group under the share option scheme of the Company, and (d) any Shares or other securities or rights issued or granted to shareholders by way of bonus or under any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with its articles of association) from the date of the Placing Agreement and until (and including) the date being 180 days after the Closing Date (without the prior written consent of the Placing Agents):
(i) allot, issue, offer to allot or issue, grant any option, right or warrant to subscribe, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests therein or any securities convertible into or exercisable or exchangeable for any such shares or interests, or

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(ii) enter into any swap or similar agreement that transfers to another, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction is to be settled by delivery of shares in the Company or such other securities, in cash or otherwise, or
(iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.
SUBSCRIPTION AGREEMENT
Date: 5 May 2015
Parties:
(a) the Vendor as the subscriber; and
(b) the Company as the issuer.
Subscription Shares
Up to 61,000,000 new Shares to be subscribed by the Vendor, representing approximately 6.41% of the existing issued share capital of the Company and approximately 6.02% of the issued share capital of the Company as enlarged by the Subscription assuming all the Placing Shares are successfully placed.
Subscription Price:
The subscription price per new Share is equivalent to the Placing Price of HK$10.80 per Share. The Subscription Shares have a market value of HK$736.88 million, based on the closing price of HK$12.08 on the Last Trading Day, and an aggregate nominal value of HK$610,000. The net price of the Subscription Shares is HK$10.58 per Share.
The Directors (including the independent non-executive Directors) consider that the terms of the Subscription are fair and reasonable under the current market condition and in the interest of the Company and the Shareholders as a whole.
General mandate to issue the Subscription Shares
The Subscription Shares will be issued under the general mandate granted by the Shareholders to the Directors pursuant to the resolution of the Shareholders passed in the annual general meeting of the Company held on 16 May 2014. On the date of the annual general meeting, the Company had
951,826,675 Shares in issue and the general mandate granted by the Shareholders was to issue up to
190,365,335 Shares, representing 20% of the issued share capital of the Company as at the date of the passing of the resolution for granting such general mandate to the Directors.
As at the date of this announcement, no Shares have been issued pursuant to such general mandate, and the Company has not repurchased any Shares in the 30 days immediately preceding the date of the Subscription Agreement.

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Upon completion of the Placing and Subscription, the Company will have remaining mandate to issue up to 129,365,335 Shares, representing approximately 13.59% of the existing issued share capital of the Company or approximately 12.77% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.
Ranking of the Subscription Shares:
The Subscription Shares, when fully paid, will rank pari passu in all respects with the Shares in issue on the completion date of the Subscription including the right to any dividends or distributions after the date of completion of the Subscription.
Conditions of the Subscription:
Completion of the Subscription is conditional upon: (1) completion of the Placing; and
(2) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the
Subscription Shares.
In the event that the conditions are not fulfilled within 14 days after the date of the Subscription Agreement (or subject to compliance with the requirements of the Listing Rules, such later date as may be agreed between the parties), the Subscription Agreement and all rights and obligations thereunder will cease and terminate.
The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
Completion of the Subscription:
Subject to the fulfillment of the conditions to the Subscription Agreement, completion of the Subscription will take place within 14 days from the date of the Subscription Agreement or such later time as the parties may otherwise agree in writing.

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EFFECT OF THE PLACING AND THE SUBSCRIPTION ON SHAREHOLDING:
The shareholding structure of the Company before and after the Placing and the Subscription will be as follows:

Immediately after

Immediately after

completion of the

completion of the

Placing but before the

Placing and the

Shareholders

Current

Subscription

Subscription

Number of

Number of

Number of

Shares

%

Shares %

Shares

%

The Vendor

520,686,888

54.70%

452,686,888

47.56%

513,686,888

50.72%

Public shareholders

Placees

-

-

68,000,000

7.14%

68,000,000

6.71%

Other Shareholders

4 31,164,787

45.30%

431,164,787

45.30%

4 31,164,787

42.57%

Total

951,851,675

100%

951,851,675

100%

1,012,851,675

100%



Note: It is not expected that any placees will become a substantial shareholder of the Company as a result of the Placing.

REASON FOR THE PLACING AND THE SUBSCRIPTION
The Placing and Subscription is being undertaken to supplement the Group's funding of its expansion and growth plan. The Directors consider the Placing and Subscription will provide an opportunity to raise further capital for the Company whilst broadening the shareholder base and the capital base of the Company.
USE OF PROCEEDS OF THE SUBSCRIPTION
The estimated net proceeds of the Subscription is approximately HK$645 million, and will be applied as to HK$385 million for the construction of the new production base of the advance distribution operations (''ADO'') business, as to approximately HK$130 million for potential mergers and acquisitions in relation to ADO and as to approximately HK$130 million for research and development.
As at the date of this announcement, the Company has not identified any specific acquisition opportunities in ADO and no agreement has been entered in respect of any acquisition. The Company will make announcement in compliance with the requirements of the Listing Rules if any definite agreement in respect of any acquisition has been entered into.

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FUND-RAISING ACTIVITIES DURING PAST 12 MONTHS
The Company has not carried out any capital raising activities in the twelve months immediately preceding the date of this announcement.
GENERAL
The Group is principally engaged in the development, manufacture and sale of electronic power meters and data collection terminals and the provision of software development services.
As the Placing and Subscription are subject to the fulfillment of a number of conditions and may or may not proceed to completion, Shareholders and prospective investors are advised to exercise caution when dealing in the Shares of the Company.
DEFINITIONS

''Closing Date'' the third business day from the date of the Placing Agreement;

''Company'' Wasion Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange;

''connected person'' has the meaning ascribed to it under the Listing Rules;

''controlling shareholder'' has the meaning ascribed to it under the Listing Rules;

''Directors'' the directors of the Company;

''Group'' the Company and its subsidiaries;

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC;

''HK$'' Hong Kong dollar, the lawful currency of Hong Kong;

''Last Trading Day'' 4 May 2015, being the last trading day for the Shares before the date of the Placing Agreement;

''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;

''Placing'' the placement of up to 68,000,000 existing Shares to independent investors at the Placing Price;

''Placing Agents'' Credit Suisse (Hong Kong) Limited, J.P. Morgan Securities (Asia

Pacific) Limited and Guotai Junan Securities (Hong Kong) Limited;

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''Placing Agreement'' the placing agreement dated 5 May 2015 between the Vendor, Mr. Ji, the Company and the Placing Agents in respect of the Placing;

''Placing Price'' the placing price of HK$10.80 per Share;

''Placing Shares'' up to 68,000,000 existing Shares;

''PRC'' the People's Republic of China;

''Shares'' ordinary shares of HK$0.01 each in the share capital of the Company;

''Stock Exchange'' The Stock Exchange of Hong Kong Limited;

''Subscription'' the subscription of the Subscription Shares by the Vendor;

''Subscription Agreement'' the subscription agreement dated 5 May 2015 between the Company and the Vendor in respect of the Subscription;

''Subscription Shares'' up to 61,000,000 new Shares;

''Vendor'' Star Treasure Investments Holdings Limited, a company incorporated in the British Virgin Islands and is wholly owned by Mr. Ji, an executive Director and the controlling shareholder of the Company; and

''%'' per cent.

By order of the Board of
Wasion Group Holdings Limited
Ji Wei
Chairman
Hong Kong, 5 May 2015

As at the date of this announcement, the Board comprises Mr. Ji Wei, Ms. Cao Zhao Hui, Mr. Zeng Xin, Ms. Zheng Xiao Ping, Mr. Wang Xue Xin and Ms. Li Hong as executive directors of the Company, Mr. Kat Chit as non-executive director of the Company and Mr. Wu Jin Ming, Mr. Pan Yuan, Mr. Cheng Shi Jie and Mr. Chan Cheong Tat as independent non- executive directors of the Company.

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distributed by