Brockman Mining Limited — AGM Information 2013

Apr 19, 2013

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 a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wong’s International (Holdings) Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or 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 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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WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王 氏 國 際（ 集 團 ）有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Wong’s International (Holdings) Limited to be held at 18/F, The Ballroom, The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 31 May 2013 at 11: 00 a.m. is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy accompanying this circular in accordance with the instructions printed on it and return it to the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish and in such event, the proxy shall be deemed to be revoked.

• For identification purpose only

19 April 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . . . .	7
PROPOSED CHANGE OF COMPANY NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RESPONSIBILITY OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

‘‘AGM’’	the annual general meeting of the Company to be held at 18/F,
	The Ballroom, The Mira Hong Kong, 118 Nathan Road,
	Tsimshatsui, Kowloon, Hong Kong on Friday, 31 May 2013 at
	11: 00 a.m.
‘‘Board’’ or ‘‘Directors’’	the board of directors of the Company
‘‘Bye-laws’’	the bye-laws of the Company, as amended from time to time
‘‘Change of Company	the proposed change of the English name of the Company from
Name’’	‘‘Wong’s International (Holdings) Limited’’ to ‘‘Wong’s
	International Holdings Limited’’ and the adoption of the
	Chinese name ‘‘王氏國際集團有限公司’’ as the Company’s
	secondary name to replace the existing Chinese name ‘‘王氏國
	際(集團)有限公司’’ which was adopted for identification purpose
	only
‘‘Company’’	Wong’s International (Holdings) Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
‘‘Group’’	the Company and its subsidiaries
‘‘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
‘‘Latest Practicable	16 April 2013, being the latest practicable date prior to the
Date’’	printing of this circular
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
‘‘Repurchase Mandate’’	the general mandate to be granted to the Directors at the AGM
	to exercise the power of the Company to repurchase Shares of the
	Company up to a maximum of 10% of the aggregate nominal
	amount of the issued share capital of the Company at the date of
	passing the Repurchase Resolution
‘‘Repurchase	the ordinary resolution set out in Resolution 7 in the notice of
Resolution’’	the AGM
‘‘SFO’’	the Securities and Futures Ordinance, chapter 571 of the Laws of
	Hong Kong, as amended from time to time

– 1 –

DEFINITIONS

‘‘Shareholder(s)’’ the holders of Share(s) ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.10 each in the capital of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers, as amended from time to time

– 2 –

LETTER FROM THE BOARD

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WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王 氏 國 際（ 集 團 ）有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

Executive Directors:

• Mr. Wong Chung Mat, Ben (Chairman and Chief Executive Officer)

• Ms. Wong Yin Man, Ada

• Mr. Chan Tsze Wah, Gabriel

• Mr. Tan Chang On, Lawrence

• Mr. Wan Man Keung

Non-executive Director:

Mr. Mak King Mun, Philip

Principal office: 17/F, C-Bons International Center No. 108 Wai Yip Street Kwun Tong, Kowloon Hong Kong

Registered Office: Clarendon House, Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Dr. Li Ka Cheung, Eric, GBS, OBE, JP

Dr. Yu Sun Say, GBS, JP

• Mr. Alfred Donald Yap, JP

19 April 2013

• To the Shareholders and, for information only, the optionholders of the Company

Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM for the approval of, inter alia, (i) the re-election of Directors who are going to retire and offer themselves for re-election at the AGM, (ii) the granting of general mandates to the Directors to issue and repurchase Shares of the Company, and (iii) the Change of Company Name; and also to give you the notice of the AGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 112(A) of the Company’s Bye-laws, every Director shall retire from office no later than the third annual general meeting after he was last elected or reelected. Therefore, the term of appointment of each Director is effectively 3 years. Bye-law 112(B) also provides that, at each annual general meeting, if the number of Director retiring under Bye-law 112(A) is less than one-third of the Directors for the time being, then additional Directors shall retire from office by rotation to make up the shortfall.

Furthermore, pursuant to Bye-law 95, any Director appointed during the year either to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

Accordingly, Mr. Wong Chung Mat, Ben, Mr. Wan Man Keung, Mr. Mak King Mun, Philip and Dr. Yu Sun Say shall retire from the Board at the AGM and, being eligible, offer themselves for re-election.

Dr. Yu Sun Say has served on the Board as an Independent Non-Executive Director for more than 9 years. The Board has received from Dr. Yu his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considered him independent. The Board also considers that Dr. Yu possesses the character and integrity to continuously fulfill his role as an Independent Non-executive Director effectively. With Dr. Yu’s extensive knowledge and experience as well as his valuable guidance and contribution made to the Company over the years, the Board believes that his re-election at the AGM will be in the best interests of the Company and its Shareholders as a whole.

Information of the Directors who stand for re-election at the AGM is set out below. Save for such information, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of their re-election.

Mr. Wong Chung Mat, Ben

(Executive Director)

Mr. Wong, aged 61, joined the Group in 1975. He has been a Director of the Company since June 1990. In February 2003, he was appointed Chairman and Chief Executive Officer of the Company. Mr. Wong is the Chairman of the Administrative Committee of the Company and a director of various other companies of the Group. He obtained a Master of Science degree in Operations Research from Ohio State University and has over 38 years’ experience in the electronics industry. He is an independent non-executive director of Elegance International Holdings Limited. Save as disclosed above, Mr. Wong did not hold any directorship in other listed companies in the past three years.

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LETTER FROM THE BOARD

Mr. Wong is the brother of Mr. Wong Chung Ah, Johnny and Mr. Wong Chung Yin, Michael, who are substantial Shareholders of the Company, and the father of Ms. Wong Yin Man, Ada, an Executive Director of the Company. He is also a director of W. S. Wong & Sons Company Limited and Salop Investment Limited, both of which are substantial Shareholders of the Company.

As at the Latest Practicable Date, Mr. Wong was deemed to be interested in 129,630,911 Shares of the Company (approximately 27.15% of the issued Shares) within the meaning of Part XV of the SFO. Amongst these shares, 128,630,911 Shares were held by Salop Investment Limited (which was in turn wholly owned by Mr. Wong). Salop Investment Limited is a substantial Shareholder of the Company.

Pursuant to a letter of appointment signed between Mr. Wong and the Company, Mr. Wong was not appointed for a specific term but is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the provisions of the Bye-laws mentioned above. The total amount of the directors’ emoluments received by Mr. Wong for the year ended 31 December 2012 was HK$3,503,420. He is currently entitled to an annual director’s fee of HK$50,000, an annual basic salary of HK$2,710,760, pension and discretionary incentive bonus. The director’s emoluments are determined by reference to his duties and responsibilities with the Company, the Company’s remuneration policy and market benchmark.

Mr. Wan Man Keung

(Executive Director)

Mr. Wan, aged 61, first joined the Group in January 1988. After leaving the Group for about 14 months, he rejoined the Group in June 1993. In January 2004, he was appointed as a Director of the Company. He is also a member of the Administrative Committee of the Company and a director of certain other companies of the Group. Mr. Wan is responsible for sales and marketing and overall business development of the Group. He is a director of Wireless Dynamics Inc., a subsidiary of the Company, engaged in the RFID product technology in Calgary, Canada. Mr. Wan obtained a Bachelor degree in Mechanical Engineering from the University of Hong Kong and has over 37 years of experience in the electronics manufacturing industry. Mr. Wan did not hold any directorship in other listed companies in the past three years.

Mr. Wan does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. Wan was beneficially interested in 750,000 Shares and 250,000 option shares (together, approximately 0.21% of the issued Shares) under the Company’s share option scheme within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment signed between Mr. Wan and the Company, Mr. Wan was not appointed for a specific term but is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the provisions of the Bye-laws mentioned above. The total amount of the directors’ emoluments received by Mr. Wan for the year ended 31 December 2012 was HK$2,837,330. He is currently entitled to an annual director’s fee of HK$50,000, an annual basic salary of HK$1,886,690, pension

– 5 –

LETTER FROM THE BOARD

and discretionary incentive bonus. The director’s emoluments are determined by reference to his duties and responsibilities with the Company, the Company’s remuneration policy and market benchmark.

Mr. Mak King Mun, Philip

(Non-executive Director)

Mr. Mak, aged 60, first joined the Group in 1980 and held management and senior management positions in the Group’s R&D, Engineering, MIS, Operations and Quality Assurance Departments from 1980 to 1992 and from 2005 to 2009, respectively. He resigned from the Group in 2009. In July 2012, Mr. Mak was appointed as a Non-executive Director of the Company. He has extensive knowledge and experience in electrical engineering and manufacturing. Mr. Mak is now a shareholder and director of Maxchain Limited which has been providing technical consultancy services to the Group since May 2012. Apart from this, Mr. Mak does not hold any other position with the Group. He is currently running three farms in Jiangxi, China. Mr. Mak obtained a Bachelor’s degree (High Honour) in Electrical Engineering from Vanderbilt University, USA, as well as a Master of Science degree in Electrical Engineering and a Master of Engineering degree in Computer Science from the University of California, Berkeley, USA. Mr. Mak did not hold any directorship in other listed companies in the past three years.

Mr. Mak was a director of Mak Shing Yue Tong Commemorative Association Limited (‘‘MSY’’) which was dissolved by compulsory winding up on 19 October 2010. MSY was incorporated in Hong Kong to provide funds to the Mak’s family for ancestor worship and other activities for the benefits of the family. On 5 June 2003, a petition was filed by certain members of the Mak’s family to wind up MSY. The proceeding originated from disputes amongst family members and there was no monetary amount in dispute. The entire distribution of HK$3.25 million from the winding up was donated to Po Leung Kuk, The Community Chest and The Tung Wah Group.

Mr. Mak does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. Mak does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment signed between Mr. Mak and the Company, Mr. Mak was not appointed for a specific term. Pursuant to the Bye-laws of the Company, Mr. Mak shall hold office from the appointment until the next annual general meeting of the Company at which he shall be eligible for re-election. Thereafter, he shall be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws mentioned above. He is currently entitled to an annual director’s fee of HK$110,000. The director’s emoluments are determined by reference to the market rate and his duties and responsibilities with the Company.

– 6 –

LETTER FROM THE BOARD

Dr. Yu Sun Say, GBS, JP

(Independent Non-executive Director)

Dr. Yu, aged 74, joined the Company as an Independent Non-executive Director in October 1999. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee of the Company. Dr. Yu is the chairman of the H.K.I. Group of Companies and a director of a number of manufacturing and investment companies. He is an independent non-executive director of Tongda Group Holdings Limited. He was an independent non-executive director of Yanchang Petroleum International Limited (formerly known as Sino Union Energy Investment Group Limited). Dr. Yu had served as a member of the Standing Committee of the Chinese People’s Political Consultative Conference and the Preparatory Committee for the Hong Kong Special Administrative Region acting as its Hong Kong affairs adviser. He is currently a member of the Standing Committee of the Chinese General Chamber of Commerce and permanent honorary president of the Chinese Manufacturers’ Association of Hong Kong. Save as disclosed above, Dr. Yu did not hold any directorship in other listed companies in the past three years.

Dr. Yu does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Dr. Yu does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment signed between Dr. Yu and the Company, Dr. Yu was not appointed for a specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Byelaws mentioned above. The total amount of the directors’ emoluments received by Dr. Yu for the year ended 31 December 2012 was HK$110,000. He is currently entitled to an annual director’s fee of HK$120,000. The director’s emoluments are determined by reference to the market rate and his duties and responsibilities with the Company.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

An ordinary resolution to grant an unconditional general mandate to the Directors to issue, allot and deal with additional Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing Resolution 6 set out in the notice of the AGM will be proposed at the AGM. As at the Latest Practicable Date, the issued share capital of the Company comprised 477,483,794 fully paid-up Shares. If there is no allotment or repurchase of the Shares between the Latest Practicable Date and the date of AGM, the unconditional general mandate to issue, allot and deal with additional Shares shall not exceed 95,496,758 Shares.

The Repurchase Resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors. The Repurchase Mandate, if passed, gives a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase at any time until the next annual general meeting of the Company, or such

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LETTER FROM THE BOARD

earlier date as referred to in Resolution 7 set out in the notice of the AGM, the Shares up to a maximum of 10% of the fully paid-up issued share capital of the Company at the date of passing of the Repurchase Resolution.

The explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the Repurchase Mandate, is set out in the Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Repurchase Resolution.

With regards to Resolution 8 set out in the notice of the AGM, approval is being sought from Shareholders for an extension of the general mandate granted to the Directors to issue, allot and deal with additional Shares by adding to it the number of Shares repurchased under the Repurchase Mandate granted pursuant to the Repurchase Resolution.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Wong’s International (Holdings) Limited’’ to ‘‘Wong’s International Holdings Limited’’ and adopt the Chinese name of ‘‘王氏國際集團有限公司’’ as the secondary name of the Company to replace the existing Chinese name ‘‘王氏國際(集團)有限公司’’ which was adopted for identification purpose only.

1. Reason for the Proposed Change of Company Name

The proposed change of the English name of the Company is intended to align the Company’s English name with the existing company logo consisting the letters ‘‘W’’, ‘‘I’’ and ‘‘H’’ and to enhance the international image of the Company.

The existing Chinese name of the Company was adopted for identification purpose only and is currently a trade name registered with the Companies Registry in Hong Kong only. The Board considers that it is now the right time to formally adopt the Chinese name as the secondary name of the Company.

2. Conditions for the Change of Company Name

The Change of Company Name is subject to the satisfaction of the following conditions:

• (a) the passing of Resolution 9 set out in the notice of the AGM by way of a special resolution by the Shareholders at the AGM approving the Change of Company Name; and

• (b) the Registrar of Companies in Bermuda approving the Change of Company Name.

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LETTER FROM THE BOARD

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English and Chinese names of the Company on the register maintained by the Registrar of Companies in Bermuda. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

3. Effects of the Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the present name of the Company shall, after the Change of Company Name having become effective, continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new names of the Company.

A further announcement will be made by the Company to inform the Shareholders of the effective date of the Change of Company Name and any changes in trading arrangement, if relevant.

VOTING BY POLL

All the resolutions set out in the notice of the AGM would be decided by poll in accordance with the Listing Rules and the Bye-laws. The chairman of the AGM would explain the detailed procedures for conducting a poll at the AGM.

The poll results will be published on the Company’s website at www.wih.com.hk/ investor07.asp and the Stock Exchange’s website at www.hkexnews.hk after the conclusion of the AGM.

GENERAL INFORMATION

A notice of the AGM is set out on pages 14 to 18 of this circular. A form of proxy for the AGM is also enclosed. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed on it and return it to the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish and in such event, the proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

RESPONSIBILITY OF DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors 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 the omission of which would make any statement contained therein misleading.

RECOMMENDATION

The Directors consider that the resolutions regarding (including but not limited to) reelection of Directors, the grant of general mandates to issue and repurchase Shares, and the Change of Company Name as set out respectively in the notice of the AGM are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of such resolutions to be proposed at the AGM.

Yours faithfully, WONG CHUNG MAT, BEN Chairman and Chief Executive Officer

– 10 –

APPENDIX

EXPLANATORY STATEMENT

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules to be given to Shareholders to enable them to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

(a) EXERCISE OF THE REPURCHASE MANDATE

Resolution 7 set out in the notice of the AGM will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of up to 10% of the fully paid Shares in issue at the date of the AGM at any time from the passing of the resolution until the end of the Relevant Period as defined in Resolution 7.

Accordingly, exercise in full of the Repurchase Mandate (on the basis of 477,483,794 Shares in issue as at the Latest Practicable Date) would result in up to 47,748,379 Shares being repurchased by the Company during the Relevant Period. This is based on the assumptions that no further Shares will be issued or repurchased after the Latest Practicable Date up to the date of the AGM.

(b) REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

(c) FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the Memorandum of Association and the Bye-laws of the Company. Repurchases may be funded from capital paid up on the purchased securities, profits otherwise available for dividends or the proceeds of a new issue of shares made for the purpose. Such funds may include borrowings or other working capital sources.

If the Repurchase Mandate is exercised in full, there might be a material adverse effect on the working capital or gearing position of the Group as compared with the position disclosed in the audited consolidated financial statements as at 31 December 2012. However, the Directors have no intention to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing levels of the Group which in the opinion of the Directors are from time to time appropriate for the Group unless the Directors determine that such repurchases are, taking into account of all relevant factors, in the best interests of the Group.

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APPENDIX

EXPLANATORY STATEMENT

(d) SHARE PRICES

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the 6 months preceding the Latest Practicable Date. The highest and lowest prices at which Shares of the Company have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Share Price
	Highest	Lowest
	HK$	HK$
2012
April	1.75	1.32
May	1.67	1.37
June	1.71	1.38
July	1.88	1.63
August	1.82	1.67
September	2.09	1.69
October	2.34	1.95
November	2.29	2.13
December	2.60	2.15
2013
January	2.88	2.54
February	3.05	2.70
March	2.93	2.40
April (up to the Latest Practicable Date)	2.50	2.36

(e) GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they shall exercise the power of the Company pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

If as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending on the level of increase in shareholding interest(s), obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date, Mr. Wong Chung Mat, Ben (‘‘Mr. Wong’’), personally and together with Salop Investment Limited (a company wholly owned and controlled by him), was beneficially interested in approximately 27.15% of the issued share capital of the Company. In the event that the Company exercises the Repurchase Mandate in full, the beneficial interest of Mr. Wong in the Company will be increased to approximately 30.17%. Accordingly, the exercise of the Repurchase Mandate, depending on the timing and the extent of the repurchases, may give rise to an obligation for Mr. Wong to make a mandatory offer under Rule 26 of the Takeovers Code. In the event that any exercise of the Repurchase Mandate would have such a consequence, the Directors do not currently expect that they would exercise the mandate to such an extent.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [63 x 70] intentionally omitted <==

WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王 氏 國 際（ 集 團 ）有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 18/F, The Ballroom, The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 31 May 2013 at 11: 00 a.m. for the following purposes:

1. To receive and adopt the financial statements, the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2012;

   • (Resolution 1)

2. To declare a final dividend of HK$0.03 per share for the year ended 31 December 2012; (Resolution 2)

3. To re-elect the following retiring Directors:

4. (a) Mr. Wong Chung Mat, Ben as Executive Director (Resolution 3a) (b) Mr. Wan Man Keung as Executive Director (Resolution 3b) (c) Mr. Mak King Mun, Philip as Non-executive Director (Resolution 3c) (d) Dr. Yu Sun Say as Independent Non-executive Director (Resolution 3d)

5. To authorize the Board of Directors to fix the remuneration of the Directors; (Resolution 4)

6. To re-appoint PricewaterhouseCoopers as the Auditor and to authorise the Board of Directors to fix their remuneration; (Resolution 5)

7. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT there be granted to the Directors an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (A) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (B) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any securities which are convertible into ordinary shares of the Company, and (iii) any employee share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution;

• (C) such mandate shall be additional to the authority given to the Directors at any time to allot and issue additional shares in the capital of the Company arising from the exercise of subscription rights under any warrants or the exercise of any options under any employee share option scheme of the Company; and

• (D) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors made to holders of the shares and/or warrants on, as the case may be, the Register of Members and the Register of Warrantholders of the Company on a fixed record date in proportion to their then holdings of such shares and/or warrants (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).’’

(Resolution 6)

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT there be granted to the Directors an unconditional general mandate to repurchase shares of HK$0.10 each in the capital of the Company (‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Repurchases, and that the exercise by the Directors of the Company of all powers of the Company to repurchase Shares subject to and in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved, subject to the following conditions:

• (A) such mandate shall not extend beyond the Relevant Period (as defined below);

• (B) such mandate shall authorise the Directors to procure the Company to repurchase Shares at such prices as the Directors may at their discretion determine;

• (C) the aggregate nominal amount of the Shares to be repurchased by the Company pursuant to this resolution during the Relevant Period shall be no more than 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and

• (D) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

(Resolution 7)

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT, conditional upon the passing of Resolutions 6 and 7 set out in this notice, the aggregate nominal amount of the shares of the Company which are repurchased by the Company pursuant to and in accordance with Resolution 7 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with Resolution 6.’’

(Resolution 8)

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as a Special Resolution:

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies of Bermuda being obtained, the English name of the Company be changed from ‘‘Wong’s International (Holdings) Limited’’ to ‘‘Wong’s International Holdings Limited’’ and the Chinese name of ‘‘王氏國際集團有限公 司’’ be adopted as the secondary name of the Company to replace the existing Chinese name ‘‘王氏國際(集團)有限公司’’ which was adopted for identification purpose only, and THAT the Directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to give effect to the aforesaid change of name and adoption of the Chinese name as the secondary name of the Company.’’

(Resolution 9)

By Order of the Board WONG CHUNG MAT, BEN Chairman and Chief Executive Officer

Hong Kong, 19 April 2013

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. The 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 or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

2. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed on Thursday, 30 May 2013 and Friday, 31 May 2013. During these two days, no transfer of shares will be effected. To be eligible to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Wednesday, 29 May 2013.

3. For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed on Thursday, 6 June 2013 and no transfer of shares will be effected on that date. To qualify for the proposed final dividend which is subject to the passing of Resolution 2 at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Wednesday, 5 June 2013.

4. Details of the Directors stand for re-election (Resolutions 3a, 3b, 3c and 3d) and further information on the general mandates to issue and repurchase shares (Resolutions 6, 7 and 8) and the change of company name (Resolution 9) are set out in the circular.

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