DINGYI GROUP INVESTMENT LIMITED — Proxy Solicitation & Information Statement 2017

Dec 28, 2017

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 Winfair Investment Company Limited, you should at once hand this circular and accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF PROPERTIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at Tang Room I, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 30 January 2018 at 9:30 a.m. is set out on pages 24 to 25 of this circular. A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend and vote at the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

29 December 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The provisional sale and purchase agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Condition precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information of properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Reason for the disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial effect on the disposal and use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial and trading prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Listing rules implication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Property valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Property valuation report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Appendix III – Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

• i -

DEFINITIONS

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

“Announcement” the announcement published on 25 October 2017 in respect of, among other things, the Disposal of Properties “Board” the board of Directors “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) “Company” Winfair Investment Company Limited, a company incorporated in Hong Kong with limited liability whose shares are listed on the main board of the Stock Exchange “Consideration” the selling price of HK$320,000,000 for disposal of Properties “Director(s)” the director(s) of the Company “Disposal” the disposal of the Properties by the Vendor “EGM” Extraordinary general meeting to be convened for the purpose of approving the Disposal “Formal Agreement” the formal sale and purchase agreement dated 8 November 2017 entered into between the Vendor and the Purchaser in relation to the sale and purchase of the Properties “Gearing ratio” bank borrowings/shareholders’ fund “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third Party/Parties” independent third party who is not connected person (as defined in the Listing Rules) of the Company and is independent of and not connected with the Company and its connected person (as defined in the Listing Rules) “Latest Practicable Date” 22 December 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• 1 -

DEFINITIONS

• “Listing Rules”

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

• “Properties”

• (1) All those shop spaces on ground floor, No. 4 Nam Kok Road, Kowloon (the “ Property A ”), with gross floor area of approximately 1,000 square feet;

• (2) All those shop spaces on 1/F, No. 4 Nam Kok Road, Kowloon and all those shop spaces on ground floor, Nos. 6 and 6A Nam Kok Road, Kowloon (the “ Property B ”), with gross floor area of approximately 5,000 square feet; and

• (3) Ground floor, Nos. 8 and 10 Nam Kok Road, Kowloon (the “ Property C ”), with gross floor area of approximately 2,100 square feet.

• “Purchaser” Star Hero Investment Limited, an Independent Third Party and not a connected person (as defined in the Listing Rules) of the Company and is independent of and not connected with the Company and its connected person (as defined in the Listing Rules)

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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

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

• “Provisional Agreement” The Provisional Agreement dated 24 October 2017 entered into between the Vendor and the Purchaser in relation to the sale and purchase of the Properties

• “Vendor” YLH Limited, a wholly-owned subsidiary of the Company

• 2 -

LETTER FROM THE BOARD

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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

Board of Directors

Executive directors: Mr. NG Tai Wai (Chairman) Mr. NG Tai Yin Victor

Registered Office

501-2, Lee Kiu Building 51 Jordan Road Kowloon

Non-executive directors:

Mr. SO Kwok Leung Mr. SO Kwok Wai Benjamin Ms. NG Kwok Fun

Independent non-executive directors:

Dr. LOKE Yu alias LOKE Hoi Lam Dr. NG Chi Yeung, Simon Ms. CHAN Suit Fei, Esther

29 December 2017

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF PROPERTIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

By the announcement dated 25 October 2017, the Board announced that on 24 October 2017 (after trading hours), YLH Limited, a wholly-owned subsidiary of the Company, entered into the Provisional Sale and Purchase Agreement (the “ Provisional Agreement ”) with the Purchaser, Independent Third Party, in relation to the disposal of the Properties at a selling price of HK$320,000,000 (the “ Disposal ”). Pursuant to the Provisional Agreement, the completion is subject to fulfillment of the condition precedent as set out in the section headed “Condition precedent” below.

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LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders of the Company with further information on the Disposal, other information in compliance with the requirements of the Listing Rules and notice of the extraordinary general meeting.

THE PROVISIONAL SALE AND PURCHASE AGREEMENT (THE “PROVISIONAL AGREEMENT”)

Date: 24 October 2017

Purchaser:

Star Hero Investment Limited. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are Independent Third Parties not connected with the Company and its connected persons (as defined in the Listing Rules). Its principal business activity is property investment.

Vendor:

YLH Limited, a wholly-owned subsidiary of the Company.

Properties:

• (1) All those shop spaces on ground floor, No. 4 Nam Kok Road, Kowloon (the “ Property A ”), with gross floor area of approximately 1,000 square feet;

• (2) All those shop spaces on 1/F, No. 4 Nam Kok Road, Kowloon and all those shop spaces on ground floor, Nos. 6 and 6A Nam Kok Road, Kowloon (the “ Property B ”), with gross floor area of approximately 5,000 square feet; and

• (3) Ground floor, Nos. 8 and 10 Nam Kok Road, Kowloon (the “ Property C ”), with gross floor area of approximately 2,100 square feet.

Except the Property A is currently vacant, other properties are currently let out for two restaurants.

Sale and purchase:

Pursuant to the Provisional Agreement, the Properties will be sold on “as-is” basis and with existing tenancy (if any).

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LETTER FROM THE BOARD

Consideration:

HK$320,000,000.

The Selling Price was determined after arm’s length negotiation between the Vendor and the Purchaser, an Independent Third Party. The Group determined the Selling Price by comparing or taking into account of various factors including (a) market value of comparable shops in same area; (b) the valuation of the Properties conducted by the independent valuer; and (c) rental yield of the Disposal. When considered the Selling Price, the Group also made reference to the total selling price of HK$75,000,000 for three shops located at ground floor on Nos. 19, 21 and 23 Nam Kok Road, which were diagonally opposite from the Properties and held by the Group, in 2012 (i.e. HK$25,000,000 for each shop).

Terms of payment:

• (a) an initial deposit of HK$16,000,000 was paid by the Purchaser to the Vendor’s solicitor upon the signing of the Provisional Agreement;

• (b) a further deposit of HK$16,000,000 was paid by the Purchaser to the Vendor’s solicitor upon the signing of the Formal Agreement on 8 November 2017; and

• (c) the balance of the Selling Price of HK$288,000,000 will be paid by the Purchaser to the Vendor’s solicitor on or before completion of the Disposal.

Completion date: on or before 9 February 2018

CONDITION PRECEDENT

Completion is subject to the Shareholders’ approval for the Disposal at the EGM of the Company, which is in accordance with the requirements of Chapter 14 of the Listing Rules.

If the above condition precedent is not fulfilled on or before the Completion date, the Disposal shall cease and terminate, and the Vendor’s solicitor shall refund all deposits without any interest to the Purchaser’s solicitor within 3 business days. After receiving the refund of all deposits, neither party shall have any obligation and liabilities towards each other nor have right to sue for any compensation.

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LETTER FROM THE BOARD

INFORMATION OF THE PROPERTIES

The Properties were purchased in March 2005 at a cost of approximately HK$34,584,597. The gross area of the Property A, the Property B and the Property C are approximately 1,000 square feet, 5,000 square feet and 2,100 square feet respectively. The Property A has been in vacant possession since May 2017. The last tenant of the Property A was used it as restaurant at HK$50,000 monthly rent. The Property B has been rented to a restaurant at HK$111,600 per month (inclusive of government rent, but exclusive of government rates and building management fee) and its tenancy will be expired on 30 November 2018. The Property C has been rented to another restaurant at HK$80,000 per month (inclusive of government rent, but exclusive of government rates and building management fee) and its tenancy will be expired on 30 April 2018. The total rental income and net profits (excluding valuation gain) attributable to the Properties for the years ended 31 March 2017 and 2016 were as follows:

For the year ended 31 March 2017

Rental income Net profits (excluding valuation gain) – before taxation – after taxation	Property A HK$ 600,000 600,000 501,000	Property B HK$ 1,339,200 1,290,600 1,077,651	Property C HK$ 960,000 929,400 776,049	Total HK$ 2,899,200
				2,820,000
				2,354,700

For the year ended 31 March 2016

Property A HK$ 600,000 600,000 501,000	Property B HK$ 1,339,200 1,290,600 1,077,651	Property C HK$ 960,000 931,200 777,552	Total HK$ 2,899,200
			2,821,800
			2,356,203

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LETTER FROM THE BOARD

REASON FOR THE DISPOSAL

The principal activities of the Group are property and share investments, property development and securities dealing.

The Directors are of the view that it is a good opportunity to dispose of the Properties which will attribute an attractive return and to realize capital gain. The Board believes that the Disposal of the Properties is in the best interest to the Group. The Board (including the independent non-executive directors) believes that the terms of the Disposal are on normal commercial terms and are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

FINANCIAL EFFECT ON THE DISPOSAL AND USE OF PROCEEDS

The audited carrying amount of the Properties as of 31 March 2017, which was revalued by the independent valuer, was HK$129,900,000 and classified as “Investment Properties”. The expected gain before and after taxation from the Disposal are approximately HK$185,150,000 and HK$185,000,000 respectively which will be recorded in the accounting year ending 31 March 2018. The expected gain before taxation from disposal is calculated by deducting the audited carrying amount as of 31 March 2017 and other incidental cost regarding the Disposal of approximately HK$4,950,000. The total assets of the Group will be increased by the estimated gain of HK$185,000,000 and no effect on liabilities. The net proceeds of approximately HK$315,050,000 will be retained as the Group’s working capital and for investment opportunities in property and business development in future. As at the Latest Practicable Date, the Group does not have any other potential investment.

FINANCIAL AND TRADING PROSPECTS

The Group will continue to engage in property and share investments, property development and securities dealing.

Upon the Disposal, the Group can realize a capital gain of HK$285,415,403 after deducting the acquisition cost of HK$34,584,597. However, the Disposal will inevitably reduce the annual rental income by approximately of HK$2,300,000 (or 10% to 15% of the Group’s rental income) beginning from the next financial year, and subsequently affect the future Group’s earning. With the strong cash position, the Group will continue to look for good investment opportunities to enhance the quality of the Group’s property portfolio. As at the Latest Practicable Date, the Group does not have any other potential investment. With recent high volatility of share price of listed shares in Hong Kong which is due to the uncertainty of worldwide market condition, the Group shall consistently adopt conservative policy in balancing its exposure to risk and returns for each investment decision.

After the completion of the Disposal, the management is confident that the Group has sufficient fund to meet its future operating and capital expenditure, and loan repayment obligations.

LISTING RULES IMPLICATION

The Disposal constitutes a Major Transaction for the Company under Chapter 14 of the Listing Rules and require shareholders’ approval pursuant to Rule 14.40 of the Listing Rules. As no Shareholder has any material interest in the Disposal, no Shareholder is required to abstain from voting at the EGM on the resolution to approve the Disposal.

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LETTER FROM THE BOARD

PROPERTY VALUATION

As practicable as possible, the Properties were valued at HK$133,200,000 as at 24 October 2017 by RHL Appraisal Ltd., an independent professional property valuer. The property valuation report is included in Appendix I to this circular.

EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Tang Room I, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 30 January 2018 at 9:30 a.m. is set out on pages 24 to 25 of this circular.

A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend and vote at the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

RECOMMENDATIONS

The Directors (including the independent non-executive Directors) are of the view that the terms of the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend that the shareholders vote in favour of the relevant resolution to be proposed at the EGM to approve the Disposal and all transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board

Winfair Investment Company Limited Ng Tai Wai

Chairman

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PROPERTY VALUATION REPORT

APPENDIX I

The following is the text of a letter, valuation summary and valuation certificates, prepared for the purpose of incorporation in this circular received from RHL Appraisal Limited, an independent valuer, in connection with its valuation as at 24 October 2017 of the Properties to be disposed by Winfair Investment Company Limited and its subsidiaries.

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T +852 2730 6212 F +852 2736 9284 Room 1010, 10/F, Star House, Tsimshatsui, Hong Kong

29 December 2017

The Board of Directors

Winfair Investment Company Limited

5/F Lee Kiu Building 51 Jordan Road Kowloon

Dear Sir/Madam,

INSTRUCTION

We refer to your instruction for us to value the property interests (“ the Properties ”) to be disposed by Winfair Investment Company Limited (the “ Company ”) and its subsidiaries (together referred as the “ Group ”) located in Hong Kong. We confirm that we have carried out property inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such property interests as at 24 October 2017 (the “ Valuation Date ”).

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the Market Value which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s–length transaction after proper marketing wherein the parties had each acted knowledgeably prudently and without compulsion.

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PROPERTY VALUATION REPORT

APPENDIX I

Market value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, condition precedent such as binding agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued the property interests by using the Direct Comparison Approach, which is based on the principle of substitution, where comparison is made based on prices realized on actual sales and/or asking prices of comparable properties. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

For the property which is subject to existing tenancies as at the Valuation Date, we have also adopted the investment method on the basis of capitalization of the net rental incomes with due allowance for reversionary income potential if necessary.

VALUATION CONSIDERATIONS

In valuing the property interests, we have complied with all the requirements contained in the HKIS Valuation Standards 2012 Edition and Chapter 5 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

• i. all necessary statutory approvals for the Properties or the subject building of which the Properties form part of their use have been obtained;

• ii. the owner of the Properties has enforceable titles to the Properties and have free and uninterrupted rights to use, occupy or assign the Properties for the whole of the respective unexpired terms as granted;

• iii. no deleterious or hazardous materials or techniques have been used in the construction of the Properties;

• iv. the Properties are not subject to any unusual or especially onerous restrictions, encumbrances or outgoings and that good title can be shown;

• 10 -

PROPERTY VALUATION REPORT

APPENDIX I

• v. the Properties are connected to main services and sewers which are available on normal terms; and

• vi. the cost or repairs and maintenance to the buildings of which the Properties located in are shared among all owners of the building, and that there are no onerous liabilities outstanding.

TITLE INVESTIGATION

We have carried out searches at the Land Registry for the Properties in Hong Kong. However, we have not verified ownership of the Properties or to verify the existence of any lease amendments which do not appear on the copies handed to us. All documents have been used for reference only.

LIMITING CONDITIONS

We have inspected the Properties but no structural survey has been made. No inspection has been conducted to parts of the structures which are covered, unexposed or inaccessible. Therefore we are unable to report that the Properties are free from rot, infestation or any other structural defects. Further, no test has been carried out on any of the services. All dimensions, measurements and areas are only approximates.

None of the services have been tested by us and we are, therefore, unable to report on their present conditions. We have no duty to verify that no deleterious or hazardous materials or techniques have been used in the construction of or making addition or alteration to the Properties. We have assumed that utility services, such as electricity, telephone, water, etc., are available and free from defect.

We have not carried out detailed on-site measurements to verify the correctness of the areas in respect of the Properties but have assumed that the areas shown on the documents and/or official plans are correct. All documents have been used as reference only and all dimensions, measurements and areas are approximations.

We have relied to a considerable extent on information provided by the Company and have accepted advice given to us on such matters, in particular, but not limited to statutory notices, easements, tenure, floor areas, particulars of occupancy and all other relevant matters in the identification of the Properties.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. We have also been advised by the Company that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of the legal advisers of instructing party. Neither have we verified the correctness of any information supplied to us concerning the Properties.

No allowance has been made in our report for any charges, mortgages or amounts owing on the Properties interest valued nor for any expenses or taxation which may be incurred in effecting a sale.

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PROPERTY VALUATION REPORT

APPENDIX I

Unless otherwise stated, we have not carried out the valuation on a redevelopment basis and the study of possible alternative development options do not come within the scope of our valuation.

REMARKS

We have valued the property interests in Hong Kong Dollars (HK$).

We have inspected the exteriors of the Properties in November 2017 by our Ms. Flora Chan (BSc in Estate Management).

We enclose herewith valuation summary and valuation certificates.

Yours faithfully, For and on behalf of RHL Appraisal Ltd.

Serena S. W. Lau FHKIS, AAPI, MRICS, RPS(GP), MBA(HKU) Managing Director

Karen S. M. Tuen MRICS, BSc (Hons) Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 25 years’ experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Lau is a Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Ms. Karen S.M. Tuen is a Surveyor (GP) with over 10 years’ experience in valuation of properties in HKSAR. Ms. Tuen is a Professional Member of The Royal Institution of Chartered Surveyors.

• 12 -

PROPERTY VALUATION REPORT

APPENDIX I

VALUATION SUMMARY

Property interests to be disposed by the Group for investment purpose in Hong Kong

Market Value in its existing state as at Properties 24 October 2017 1. All those shop spaces on Ground Floor, No. 4 Nam Kok Road, Kowloon. HK$25,400,000 All those shop spaces on Ground Floor, Nos. 6 & 6A Nam Kok Road, and All those shop spaces on 1[st] Floor, No. 4 Nam Kok Road, Kowloon. HK$59,000,000 2. Ground Floor of No. 8 Nam Kok Road and Ground Floor of No. 10 Nam Kok Road, Kowloon. HK$48,800,000 Total HK$133,200,000

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PROPERTY VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Property interests to be disposed by the Group for investment purpose in Hong Kong

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 24 October 2017

• 1 All those shop spaces on G/F, Nos. 4, 6 & 6A Nam Kok Road, and all those shop spaces on 1[st] Floor, No. 4 Nam Kok Road, Kowloon

• 10/30[th] equal and undivided shares of and in The Remaining Portions of New Kowloon Inland Lot Nos. 1822, 1824 and 2183

The property comprises the entire shop spaces on Ground Floor and the entire 1[st] Floor of a 6-storey composite building. The property was completed in 1965.

The following is the breakdown of the approximate saleable area of each of the units based on the measurement of floor plans:–

No. 4 Nam Kok Road on G/F 819 sq.ft. with Yard 33 sq.ft.

No. 6 Nam Kok Road on G/F 689 sq.ft. with Yard 32 sq.ft.

No. 6A Nam Kok Road on G/F 779 sq.ft. with Yard 42 sq.ft.

No. 4 Nam Kok Road on 1[st] Floor 2,032 sq.ft. with Flat Roof 236 sq.ft.

The Lot is held under the Government Leases for a term of 75 years renewable for 24 years commencing on 1 July 1898. In our valuation, we take into account that such lease is extended without premium until 30 June 2047 and that a rent of three percent of the rateable value of the property is charged from the date of extension.

HK$84,400,000 (Hong Kong Dollars Eighty Four Million and Four Hundred Thousand Only)

The property is subject to various tenancies as shown below:

Ground Floor on

No. 4 Nam Kok Road commencing from 1 November 2016 and expiring on 8 May 2017 for a monthly rental of HK$50,000 inclusive of Government Rent, but exclusive of Rates and management fee. Vacant as at the date of valuation.

Breakdown:

All those shop spaces on Ground Floor, No. 4 Nam Kok Road HK$25,400,000

management fee. All those shop Vacant as at the date spaces on Ground of valuation. Floor, Nos. 6 & 6A Nam Kok Road, and Ground Floor on Nos. all those shop 6 & 6A Nam Kok spaces on 1[st] Floor Road, and 1[st] Floor on on No. 4 Nam Kok No. 4 Nam Kok Road Road commencing from 1 HK$59,000,000 December 2016 and expiring on 30 November 2017 and further commencing from 1 December 2017 and expiring on 30 November 2018 for a monthly rental of HK$111,600 inclusive of Government Rent, but exclusive of Rates and management fee.

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PROPERTY VALUATION REPORT

APPENDIX I

Notes:

1. The registered owner of the property is YLH Limited vide memorial no. 05041901620084 dated 23 March 2005 for a consideration of HK$49,000,000 (PT.). YLH Limited is a wholly-owned subsidiary of the Company.

2. All those shop spaces on Ground Floor are subject to:

3. (i) Deed of Mutual Covenant vide memorial no. UB528379 dated 29 March 1966.

4. (ii) Licence for Removal of Offensive Trade Clause vide memorial no. 09052100510080 dated 28 April 2009. (Remarks: By District Lands Officer, Kowloon East)

5. (iii) Tenancy Agreement with plans in favour of Companion Creation Limited for the consideration for term & rent see memorial (PT.) vide memorial no. 13121200960043 dated 29 November 2013.

6. (iv) Tenancy Agreement with plan re a portion in favour of Team Honour Limited for the consideration of the rent is HK$50,000.00 per month vide memorial no. 14112400310056 dated 6 November 2014. (Remarks: For the term of three years, commencement from 1[st] day of December 2014 to the 30[th] day of November 2017 (Both day Inclusive))

7. (v) Order No. C/M2/000896/15/K under S.24(1) of the Buildings Ordinance with Plan vide memorial no. 15070701480403 dated 4 May 2015.

8. (vi) Superseding Notice No. UMB/MB101202-003/0002 under S.30B(3) of the Buildings Ordinance vide memorial no. 16032101530011 dated 7 March 2016. (Remarks: By The Building Authority).

9. (vii) Superseding Notice No. UMB/MB101202-003/0018 under S.30C(3) of the Buildings Ordinance vide memorial no. 16032101530020 dated 7 March 2016. (Remarks: By The Building Authority).

In our valuation, we have not taken into account the effect of the Order and Notices under the Buildings Ordinance by the Building Authority, the effect on the value of property is not reflected on our valuation.

1. All those shop spaces on First Floor are also subject to:

2. (i) A Deed of Mutual Covenant vide memorial no. UB528379 dated 29 March 1966.

3. (ii) Licence for Removal of Offensive Trade Clause vide memorial no. 09052100510070 dated 28 April 2009. (Remarks: By District Lands Officer, Kowloon East)

4. (iii) Tenancy Agreement with plans in favour of Companion Creation Limited for the consideration for term & rent see memorial (PT.) vide memorial no. 13121200960043 dated 29 November 2013.

5. (iv) Order No. C/M2/000896/15/K under S.24(1) of the Buildings Ordinance with Plan vide memorial no. 15070701480403 dated 4 May 2015.

6. (v) Superseding Notice No. UMB/MB101202-003/0002 under S.30B(3) of the Buildings Ordinance vide memorial no. 16032101530011 dated 7 March 2016. (Remarks: By The Building Authority).

7. (vi) Superseding Notice No. UMB/MB101202-003/0018 under S.30C(3) of the Buildings Ordinance vide memorial no. 16032101530020 dated 7 March 2016. (Remarks: By The Building Authority).

In our valuation, we have not taken into account the effect of the Order and Notices under the Buildings Ordinance by the Building Authority, the effect on the value of property is not reflected on our valuation.

• 15 -

PROPERTY VALUATION REPORT

APPENDIX I

1. The property falls within zone “Residential (Group A)” under Approved Ma Tau Kok Outline Zoning Plan No. S/K10/22 approved on 5 April 2016.

2. The property was inspected by our Ms. Flora Chan (BSc in Estate Management) on 10 November 2017. Upon our inspection, the external condition of the property was fair. Shop space on G/F, No. 4 Nam Kok Road was vacant and shop spaces on G/F Nos. 6 & 6A Nam Kok Road & shop spaces on 1[st] Floor, No. 4 Nam Kok Road were occupied as a restaurant as at the date of inspection.

3. The property is located at the eastern side of Nam Kok Road, Kowloon City. The vicinity is mainly comprised of medium-rise composite buildings built under various ages. The locality is accessible via bus, public light-bus and taxi. According to the statistics from the Rating and Valuation Department, the yield for the same type of the property is about 2.5% (Provisional figures from Hong Kong Property Review Monthly Supplement November 2017).

4. 16 -

PROPERTY VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Property interests to be disposed by the Group for investment purpose in Hong Kong

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 24 October 2017

• 2 Ground Floor of The property comprises two shop No. 8 Nam Kok units on Ground Floor of a 6-storey Road and Ground composite building. The property Floor of No. 10 was completed in 1964. Nam Kok Road, Kowloon The following is the breakdown of the approximate saleable area of

• 2/40[th] equal and each of the units based on the undivided shares of measurement of floor plan:– and in the Remaining Portions No. 8 on G/F of New Kowloon 763 sq.ft. Inland Lot Nos. with Yard 110 sq.ft. 1936, 2278, 2279, 2280 & 2281 No. 10 on G/F 777 sq.ft. with Yard 110 sq.ft.

The property is HK$48,800,000 tenanted for a monthly (Hong Kong Dollars rental of HK$80,000 Forty Eight Million commencing from 1 and Eight Hundred May 2017 to 30 April Thousand Only) 2018 inclusive of Government Rent, but exclusive of Rates and management fee.

The Lot is held under the Government Leases for a term of 75 years renewable for 24 years commencing on 1 July 1898. In our valuation, we take into account that such lease is extended without premium until 30 June 2047 and that a rent of three percent of the rateable value of the property is charged from the date of extension.

Notes:

1. The registered owner of the property is YLH Limited vide memorial no. 05041901620084 dated 23 March 2005 for a consideration of HK$49,000,000 (PT.). YLH Limited is a wholly-owned subsidiary of the Company.

2. The property is subject to a Deed of Mutual Covenants vide memorial no. UB468513 dated 31 October 1964.

3. The property is subject to Notice No. UMB/MB101202-005/0001 by the Building Authority under Section 30B(3) of the Buildings Ordinance vide memorial no. 15050802290193 dated 19 November 2013.

4. In our valuation, we have not taken into account the effect of the Notice under the Buildings Ordinance by the Building Authority and its effect on the value of property is not reflected on our valuation.

5. 17 -

PROPERTY VALUATION REPORT

APPENDIX I

1. The property falls within zone “Residential (Group A)” under Approved Ma Tau Kok Outline Zoning Plan No. S/K10/22 approved on 5 April 2016.

2. The property was inspected by our Ms. Flora Chan (BSc in Estate Management) on 10 November 2017. Upon our inspection, the external condition of the property was fair. The property was occupied as a restaurant as at the date of inspection.

3. In the absence of the Licence for Removal Offensive Trade Clause granted by Lands Department, we are of the opinion that the property may be subject to a prohibition against the use for restaurant purpose.

4. The property is located at the eastern side of Nam Kok Road, Kowloon City. The vicinity is mainly comprised of medium-rise composite buildings built under various ages. The locality is accessible via bus, public light-bus and taxi. According to the statistics from the Rating and Valuation Department, the yield for the same type of the property is about 2.5% (Provisional figures from Hong Kong Property Review Monthly Supplement November 2017).

5. 18 -

FINANCIAL INFORMATION

APPENDIX II

1. INDEBTEDNESS

As at the Latest Practicable Date, the Group’s investment properties with an aggregate carrying value of approximately HK$203,100,000 were pledged to a bank to secure general banking facilities granted to the Group. As at the Latest Practicable Date, the Group had outstanding secured bank loans of HK$23,033,000, which is repayable as follows:

Within one year After one year but not exceeding two years After two years but not exceeding five years	HK$ 1,929,600 10,653,400 10,450,000
	23,033,000

Save as aforesaid and apart from the inter-group liabilities and guarantees, the Group did not have, as at the Latest Practicable Date, any debt securities issued and outstanding, and authorized or otherwise created but unissued, and term loans, bank overdrafts and liabilities under acceptances or acceptance credits or hire purchase commitments, mortgages, charges, unsecured borrowings and debts, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

After due and careful enquiry and taking into account the internal resources and available banking facilities of the Group, the Directors are of opinion that the Group has sufficient working capital to meet its future operating and project development expenditure, and loan repayment obligations for the next twelve (12) months from the date of this circular in the absence of unforeseen circumstance.

3. MATERIAL ADVERSE CHANGE

The Directors are not aware, as at the Latest Practicable Date, of any material adverse change in the financial and trading position of the Group since 31 March 2017, the date to which the latest published audited financial statements of the Company were made up.

• 19 -

ADDITIONAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the directors had taken or deemed to have under the provisions of the SFO) or which were recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by the Directors of Listed Issuers were as follows:

		**Number of **	issued ordinary shares held	issued ordinary shares held			Approximate
							percentage of
							issued share
	Personal	Family	Corporate	Other			capital of the
	interests	interests	interests	interests		Total	Company
Executive directors:
Ng Tai Wai	3,899,077	–	3,370,500*		–	7,269,577	18.2%
Ng Tai Yin Victor	1,886,000	–	–		–	1,886,000	4.7%
Non-executive directors:
So Kwok Leung	5,961,077	–	–		–	5,961,077	14.9%
So Kwok Wai Benjamin	4,989,923	36,000	–		–	5,025,923	12.6%
Ng Kwok Fun	105,000	–	–		–	105,000	0.3%

* 3,370,500 shares attributable to Mr. Ng Tai Wai and Mr. Ng See Wah (deceased), a substantial shareholder, were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng Tai Wai and Mr. Ng See Wah (deceased).

Save as disclosed above, none of the Directors or their associates had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations.

None of the Directors, their spouses or their children under the age of 18 had any right to subscribe for the shares of the Company.

• 20 -

ADDITIONAL INFORMATION

APPENDIX III

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the following person (other than certain directors of the Company) had interest or short positions in the shares or underlying shares of the Company which have rights to exercise or control the exercise of 5% or more of the voting power at any general meetings of the Company, as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

		Number of issued ordinary shares held	Number of issued ordinary shares held	Number of issued ordinary shares held		Approximate
						percentage of
						issued share
	Personal	Family	Corporate	Other		capital of the
Name	interests	interests	interests	interests	Total	Company
Ng See Wah (deceased)	9,429,923	–	3,370,500*	–	12,800,423	32.0%

• 3,370,500 shares attributable to Mr. Ng Tai Wai, a chairman and an executive director, and Mr. Ng See Wah (deceased) were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng Tai Wai and Mr. Ng See Wah (deceased).

Save as disclosed above, according to the register kept by the Company under section 336 of the SFO and so far as was known to the Company, there was no other person who, as at the Latest Practicable Date, had an interest or short position in the shares or underlying shares of the Company.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Group.

5. DIRECTOR’S INTERESTS IN CONTRACTS

As at the Latest Practicable Date, none of the Directors was interested in any contract or arrangement subsisting which is significant in relation to the business of the Group.

6. DIRECTORS’ AND EXPERTS’ INTERESTS IN GROUP ASSETS

As at the Latest Practicable Date, none of the Directors or the experts (as named in this circular) has any interests in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

• 21 -

ADDITIONAL INFORMATION

APPENDIX III

7. COMPETING INTERESTS

As at the Latest Practicable Date, pursuant to Rule 8.10 of the Listing Rules, none of directors or their respective associates is interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

8. QUALIFICATION OF EXPERT

The qualification of the expert who has given opinion which is contained in this circular is as follows:

Name	Qualification
RHL Appraisal Ltd.	Professional property valuer

As at the Latest Practicable Date, RHL Appraisal Ltd. does not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

RHL Appraisal Ltd. has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or report and references to its name in the form and context in which it appears.

9. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against the Company or any of its subsidiaries.

10. MATERIAL CONTRACTS

The following are the material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the Group within the two years preceding the Latest Practicable Date:

• (a) the Provisional Agreement and the Formal Agreement; and

• (b) the agreement for sale and purchase dated 17 July 2017, entered into between Winfair Investment Company Limited and China Hero Corporation Limited, in relation to the disposal of entire equity interest of Winful Far East Limited at a consideration of HK$108,802,400.

• 22 -

ADDITIONAL INFORMATION

APPENDIX III

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at 501-2 Lee Kiu Building, 51 Jordan Road, Kowloon, Hong Kong during the normal business hours on any weekday, except public holidays, for a period of 14 days commencing from the date of this circular:

• (a) the articles of association of the Company;

• (b) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix;

• (c) the annual reports of the Company for the two years ended 31 March 2016 and 2017;

• (d) the property valuation report and certificates set out in Appendix I to this circular; and

• (e) the letter of consent from RHL Appraisal Ltd. referred to this Appendix.

12. MISCELLANEOUS

• (a) The company secretary of the Company is Ms. Mimoona Ma. She is a fellow member of the Association of Chartered Certified Accountants and a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

• (b) The share registrar of the Company is Computershare Hong Kong Investor Services Limited of 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The English text of this circular, the notice of the EGM and the accompanying form of proxy shall prevail over the Chinese text in case of inconsistency.

• 23 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [51 x 59] intentionally omitted <==

WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“ EGM ”) of Winfair Investment Company Limited (the “ Company ”) will be held at Tang Room I, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 30 January 2018 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as defined in the circular of the Company dated 29 December 2017):–

ORDINARY RESOLUTION

“ THAT :

the Disposal of the Properties of YLH Limited, a wholly-owned subsidiary of the Company, the Vendor , to Star Hero Investment Limited, the Purchaser , and the relevant Agreements entered into between the Vendor and the Purchaser in connection with the Disposal (as defined in the circular of the Company dated 29 December 2017) be and are hereby approved, confirmed and ratified and any one director of the Company be and is hereby authorised to do all such acts and things as he considers necessary and to sign and execute all such documents, and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient for the purpose of giving effect to the Disposal and the relevant Agreements, and complete the transactions contemplated thereunder.”

By Order of the Board of WINFAIR INVESTMENT COMPANY LIMITED NG Tai Wai Chairman

Hong Kong, 29 December 2017

Registered Office:

Rooms 501-2, Lee Kiu Building 51 Jordan Road Kowloon

• 24 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTES:

• (1) For the purpose of ascertaining the entitlement of the shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 25 January 2018 to Tuesday, 30 January 2018, 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 EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 January 2018.

• (2) A shareholder entitled to attend and vote at the EGM or any adjournment thereof is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company. In order to be valid, the proxy form must be deposited at the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at least 48 hours before the time appointed for holding the EGM or any adjournment thereof. Proxy forms sent electronically or by any other data transmission process will not be accepted.

• (3) A shareholder who is a corporation may by resolution of its Directors or other governing body authorize any of its officials or any other persons to act as its representative in the EGM or any adjournment thereof and exercise the same powers on its behalf as if he had been an individual shareholder of the Company and such corporation shall be deemed to be present in person at any such meeting if a person so authorized is present thereat.

• (4) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in this notice will be decided by poll at the EGM.

• (5) Only coffee or tea will be served at the EGM.

• 25 -