Baoye Group Company Limited — Proxy Solicitation & Information Statement 2024

Mar 27, 2024

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wai Chun Group Holdings Limited , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROPOSED CHANGE OF AUDITOR AND NOTICE OF SPECIAL GENERAL MEETING

The notice convening the special general meeting (the “ SGM ”) of Wai Chun Group Holdings Company Limited (the “ Company ”) to be held at Rooms 4001-02, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 15 April 2024 is set out on pages 5 to 6 of this circular.

A proxy form for the SGM is also enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

28 March 2024

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2–4
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5–6

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DEFINITIONS

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

• “Audit Committee”

audit committee of the Company

• “Board”

the board of Directors

• “Bye-laws”

the bye-laws for the time being adopted by the Company and as amended from time to time

• “Company”

Wai Chun Group Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (stock code:1013)

“Confucius International” Confucius International CPA Limited, the new auditor proposed to be appointed by the Company subject to approval by the Shareholders at the SGM

• “Director(s)” the director(s) of the Company

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules”

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

• “SGM” the special general meeting of the Company to be held at Rooms 4001-02, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Monday 15 April 2024, to consider and, if thought fit, to approve the proposed appointment of Confucius International as the new auditor of the Company

• “Share(s)” ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

Executive Director:

Mr. Lam Ka Chun (Chairman and Chief Executive Officer)

Independent Non-executive Directors:

Dr. Wang Wei Mr. Wan Bo

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head Office and Principal Place of Business in Hong Kong: Rooms 4001-02, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

28 March 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITOR AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the SGM in respect of the appointment of Confucius International as the auditor of the Company and to give you notice of the SGM.

PROPOSED CHANGE OF AUDITOR

References are made to the announcement of the Company dated 20 March 2024 in relation to the change of the auditor of the Company.

CCTH CPA Limited (“ CCTH ”) has resigned as the auditor of the Company with effect from 20 March 2024.

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LETTER FROM THE BOARD

With the recommendation from the Audit Committee, the Board has resolved to propose the appointment of Confucius International as the auditor of the Company to fill the vacancy following the resignation of CCTH. Pursuant to the Bye-laws, the proposed appointment of Confucius International as the auditor of the Company is subject to approval by the Shareholders at the SGM.

SGM AND PROXY ARRANGEMENT

The notice of the SGM is set out on pages 5 to 6 of this circular.

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll result will be published by the Company after the SGM in the manner prescribed under the Listing Rules.

Whether or not you are able to attend the SGM, you are requested to complete and sign the enclosed form of proxy for use at the SGM in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the SGM (i.e. not later than 11:00 a.m. on Saturday, 13 April 2024 or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if they so wish. In such event, the instrument appointing a proxy will be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the SGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 10 April 2024 to Monday, 15 April 2024 (both days inclusive) for determining the identity of the Shareholders who are entitled to attend and vote at the SGM. No transfer of Shares will be registered during this period. In order to be eligible to attend and vote at the SGM, unregistered holders of the Shares should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 9 April 2024.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposal referred to in this circular is in the best interests of the Company and its Shareholders and recommend the Shareholders to vote for the relevant resolution set out in the notice of the SGM.

By Order of the Board Wai Chun Group Holdings Limited Lam Ka Chun Chairman and Chief Executive Officer

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NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ SGM ”) of Wai Chun Group Holdings Limited (the “ Company ”) will be held at Rooms 4001-02, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 15 April 2024 to consider and, if thought fit, pass (with or without modification) the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. to consider and appoint Confucius International CPA Limited as the auditor of the Company with immediate effect and to hold office until the conclusion of the forthcoming annual general meeting of the Company, and that the board of directors of the Company be and is hereby authorised to fix their remuneration.

On behalf of the Board Wai Chun Group Holdings Limited Lam Ka Chun

Chairman and Chief Executive Officer

Hong Kong, 28 March 2024

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong: Rooms 4001-02, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

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NOTICE OF SGM

Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the SGM or any adjourned meeting thereof should he so wishes.

3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

4. The register of members of the Company will be closed from Wednesday, 10 April 2024 to Monday, 15 April 2024 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the SGM (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on Tuesday, 9 April 2024.

5. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Monday, 15 April 2024, the SGM will be held as scheduled at 11:00 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rain storm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Monday, 15 April 2024, the SGM will be automatically postponed to a later date. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.1013.hk) to notify shareholders of the date, time and location of the rescheduled meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force in Hong Kong. Shareholders should in any event exercise due care and caution when deciding to attend the meeting in adverse weather conditions.

6. As at the date of this notice, the Board consists of one executive Director, namely Mr. Lam Ka Chun (Chairman and Chief Executive Officer) and two Independent non-executive Directors, namely Dr. Wang Wei and Mr. Wan Bo.

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