DINGYI GROUP INVESTMENT LIMITED — Proxy Solicitation & Information Statement 2019

Aug 2, 2019

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 ACQUISITION OF PROPERTY 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, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 29 August 2019 at 9:45 a.m. (or at such time immediately after the conclusion of the annual general meeting of the Company to be held on the same date at 9:30 a.m.) is set out on pages 21 to 22 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.

5 August 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The provisional agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Condition precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information of the property and the development plan . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reason for and financial effect on the acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Financial and trading prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing rules implication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Property valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Property valuation report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix III – Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

• i -

DEFINITIONS

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

“Acquisition” the acquisition of the Property by the Purchaser “Announcement” the announcement published on 9 May 2019 in respect of, among other things, the Acquisition of the Property “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 purchase price of HK$410,000,000 for acquisition of the Property “Director(s)” the director(s) of the Company “EGM” an extraordinary general meeting of the Shareholders to be convened for the purpose of approving the Acquisition “Formal Agreement” the formal sale and purchase agreement dated 27 May 2019 entered into between the Seller and the Purchaser in relation to the sale and purchase of the Property “Gearing ratio” bank borrowings/shareholders’ fund “Group” the Company and its subsidiaries “HK$” 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” 30 July 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Property”	the Remaining Portion of Kowloon Inland Lot No. 2123 together
	with the messuages erections and buildings thereon (if any)
“Provisional Agreement”	the Provisional Agreement dated 9 May 2019 entered into between
	the Seller and the Purchaser in relation to the sale and purchase of
	the Property
“Purchaser”	Wing Tai Investment Limited, a wholly-owned subsidiary of the
	Company
“Seller”	Good Future 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

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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

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

Non-executive directors:

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

Independent non-executive directors:

Dr. NG Chi Yeung, Simon Ms. CHAN Suit Fei, Esther

Mr. HENG Pei Neng, Roy

5 August 2019

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF PROPERTY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

By the announcement dated 9 May 2019, the Board announced that on 9 May 2019, Wing Tai Investment Limited, a wholly-owned subsidiary of the Company, entered into the Provisional Agreement (the “ Provisional Agreement ”) with the Seller, Independent Third Party, in relation to the acquisition of the Property at a purchase price of HK$410,000,000 (the “ Acquisition ”). 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 Acquisition, other information in compliance with the requirements of the Listing Rules and notice of the extraordinary general meeting.

THE PROVISIONAL AGREEMENT

Date: 9 May 2019 Purchaser: Wing Tai Investment Limited, a wholly-owned subsidiary of the Company. Seller: Good Future Limited. Its principal business activity is property investment and development. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Seller and its ultimate beneficial owner are Independent Third Parties not connected with the Company and its connected persons (as defined in the Listing Rules). Property: The Remaining Portion of Kowloon Inland Lot No. 2123 together with the messuages erections and buildings thereon (if any). The Property is currently in vacant possession. Sale and purchase: Pursuant to the Provisional Agreement, the Property will be sold on “as is” basis. Consideration: HK$410,000,000.

The Purchase Price was determined after arm’s length negotiation between the Seller, an Independent Third Party and the Purchaser. The Group determined the Purchase Price by comparing or taking into account of various factors including (i) tender price for the development right of the land located at Fuk Chak Street/Li Tak Street in Tai Kok Tsui, Kowloon, which was accepted by Urban Renewal Authority in June 2017; and (ii) recent land sales in Kowloon with adjustment based on time factors, location and development scale.

Terms of payment:

• (a) an initial deposit of HK$20,500,000 was paid by the Purchaser to the Seller’s solicitor as stakeholders upon the signing of the Provisional Agreement;

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LETTER FROM THE BOARD

• (b) a further deposit of HK$20,500,000 was paid by the Purchaser to the Seller’s solicitor as stakeholders on 24 May 2019; and

• (c) the balance of the consideration of HK$369,000,000 will be paid by the Purchaser to the Seller’s solicitor as stakeholders on or before the completion of the Acquisition.

Completion date: on or before 10 September 2019

CONDITION PRECEDENT

Completion is subject to the Shareholders’ approval for the Acquisition 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 Acquisition shall cease and terminate, and the Seller’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.

INFORMATION OF THE PROPERTY AND THE DEVELOPMENT PLAN

The Property is a redevelopment site located at No. 31 Fuk Tsun Street, Tai Kok Tsui, Kowloon, Hong Kong. According to the Mong Kok OZP No. S/K3/31 dated July 2018, the Property is zoned as Residential (Group A) with plot ratio of 9. Its site area is 4,403 square feet and its maximum gross floor area is about 39,627 square feet. Its lease term is 75 years renewable for 75 years from the commencement date on 16 July 1928. It is currently vacant and its government rent is HK$114,822 per annum.

Upon the completion, the Group will commence the redevelopment project (“ FTS Project ”). The Group plans to develop a residential and commercial building with approximate 24-storey for rental purpose. The construction cost will be mainly financed by bank borrowings. Up to the latest practicable date, the Group has not entered into any construction loan agreement with bank.

As at 31 March 2019, the Group held cash and listed share investment (both for long-term and trading purpose) in the total amount approximate of HK$726,940,000. The Group believes it is in a sound financial position to undertake the Acquisition.

REASON FOR AND FINANCIAL EFFECT ON THE ACQUISITION

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

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LETTER FROM THE BOARD

The Board believes that the Acquisition will enhance the property investment portfolio of the Group in long run. The Acquisition will be financed from the internal resources, no debt may be incurred. The total cost of the Acquisition is approximate of HK$537,450,000, which comprises of the consideration of HK$410,000,000, stamp duty of HK$123,000,000 (representing 30% of the consideration), commission of HK$4,100,000 and estimated legal fee and other incidental cost of totaling HK$350,000. The Property will be included in the Company’s consolidated financial statements as “Property held for or under development”. The increase in property held for or under development of the Group will be offset by a decrease in cash of HK$507,450,000 and a decrease in trading securities or FVTOCI equity investment of HK$30,000,000. As such, there will be no impact on the Group’s net asset value and gearing ratio.

However, the Board will not preclude the possibility that the Group may arrange financing the Acquisition partially to the extent of HK$164,000,000 by advances from bank after the latest practicable date but before completion date (i.e. 10 September 2019), provided that such borrowings are fair and reasonable and on normal commercial terms which are in the interests of the Company and its Shareholders as a whole and would strengthen the Group’s liquidity position for future business development. Under this circumstance, the increase in property held for or under development would bring along with a decrease in cash in hand by HK$343,450,000 and an increase in bank borrowing by HK$164,000,000, and the Group’s gearing ratio (measured on the basis of total bank borrowings as a percentage of total shareholders’ equity) would be increased from 1.6% to 14%. Up to the latest practicable date, the Group has not entered into any loan agreement with bank for financing the Acquisition.

Upon the completion, the Group will commence the FTS Project. The Group plans to develop a residential and commercial building with approximate 24-storey for rental purpose.

The Board is of the opinion that the Group’s operating performance, net assets as well as earnings in future will be improved in the long run after the completion of the FTS Project. The Board (including the independent non-executive Directors) is of the view that the Acquisition is on normal commercial terms which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

FINANCIAL AND TRADING PROSPECT

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

For the year ended 31 March 2019, the audited rental income and dividend income were approximate of HK$17,000,000 and HK$8,000,000 respectively. The Group plans to commence the demolishing work on the buildings located at Nos. 60-66 Ma Tau Chung Road, Kowloon in the second half of the financial year 2019/2020. Thus, the expected annual rental income in coming future would be reduced by approximate of HK$2,000,000 (or 11.8%), as compared to last year. The Board expects stamp duty of approximate of HK$17,000,000 to be claimed back in future under the exemption to payment of buyer’s stamp duty (“ BSD ”) and ad valorem stamp duty (“ AVD ”). As mentioned above, the Group will gradually reduce the shareholdings of certain listed shares in Hong Kong at approximate of HK$30,000,000 (representing about 15% of shares investment portfolio as at 31 March 2019) in financial year 2019/2020. Therefore, the dividend income would be expected to reduce by approximate of HK$1,200,000 (or 15%), as compared to last year.

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LETTER FROM THE BOARD

Upon the Acquisition, the Group will prioritize FTS Project and arrange the preparation work on the foundation work and other relevant preparation works. The Board expects stamp duty of approximate of HK$103,000,000 to be refunded in future under the exemption to payment of BSD and AVD. During the three to four years’ construction period, no turnover would be attributable to the Property. As mentioned above, the construction cost would be mainly financed by bank borrowings, the gearing ratio would be expected to increase gradually during the capital injection period. In the long run, the Group will continue to adopt an optimum financial structure for the best interests of its Shareholders. The Group believes the FTS Project would generate a better yield after development. The Group will continue to look for good investment opportunities to enhance the quality of the Group’s property portfolio. Barring to the unforeseeable future (not limited to political environment and trade war between US and China), the Group will keep a close watch on market changes and make appropriate adjustments to the Group’s assets portfolio in order to maximize the returns to Shareholders of the Company.

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

PROPERTY VALUATION

As practicable as possible, the Property was valued at HK$412,000,000 as at 9 May 2019 by RHL Appraisal Limited, 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, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 29 August 2019 at 9:45 a.m. (or at such time immediately after the conclusion of the annual general meeting of the Company to be held on the same date at 9:30 a.m.) is set out on pages 21 to 22 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.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors (including the independent non-executive Directors) are of the view that the terms of the Acquisition 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 Acquisition 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 valuation report, prepared for the purpose of incorporation in this circular received from RHL Appraisal Limited, an independent valuer, in connection with its valuation as at 9 May 2019 of the Property to be acquired by a subsidiary of Winfair Investment Company Limited.

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

5 August 2019

The Board of Directors

Winfair Investment Company Limited

5[th] Floor Lee Kiu Building, No. 51 Jordan Road Kowloon

Dear Sir/Madam,

INSTRUCTIONS

We refer to your instruction for us to value the property interests (the “ Property ”) to be acquired by Winfair Investment Company Limited (the “ Company ”) or its subsidiaries (together referred as the “ Group ”) located in Hong Kong. We confirm that we have carried out property inspection, 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 the Property as at 9 May 2019 (the “ Valuation Date ”) for the purposes of inclusion in a circular to be issued by the Company on 5 August 2019 in relation to a major transaction.

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 (“ 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, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued the Property 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, development 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.

Direct Comparison Approach is considered the best method of valuation if relevant comparable properties are available. This approach rests on the wide acceptance of the market transactions as the best indicator and pre-supposes that evidence of relevant transactions in the market place can be extrapolated to similar properties, subject to allowances for variable factors.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the International Valuation Standards 2017 issued by The International Valuation Standards Council.

VALUATION ASSUMPTION

Our valuation has been made on the assumption that the owner sells the Property on the market in their existing state without the benefit of a cash rebate, deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which could serve to increase the value of the Property. In addition, no account has been taken of any option or right of pre-emption concerning or affecting the sale of the Property and no forced sale situation in any manner is assumed in our valuation.

No allowances have been made in the report for any charges, mortgages or amounts owing to the Property, nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property is free from encumbrances, restrictions and outgoing of an onerous nature which could affect its value.

Unless otherwise stated, we have assumed that the Property will be constructed, occupied and used in full compliance with, and without contravention of all Ordinances. We have further assumed that, for any use of the Property upon which this report is based, all required licenses, permit, certificated, and authorizations have been or will be obtained.

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PROPERTY VALUATION REPORT

APPENDIX I

While we have taken care to investigate the title to the Property, 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 the Group. Neither have we verified the correctness of any information supplied to us concerning the Property.

We have not carried out detailed on-site measurements to verify the correctness of the areas in respect of the Property 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. No on-site measurement has been taken.

Other special assumptions of the Property, if any, have been stated in the footnote of the Property Particulars and Opinion of Value of the Property.

TITLE INVESTIGATION

We have been provided with copies of various documents relating to the Property and have caused searches to be made at the Hong Kong Land Registry and made relevant enquiries. However, we have not searched the original documents to verify the ownership or to ascertain any amendment. All documents have been used for reference only.

LIMITING CONDITIONS

We have conducted on-site inspections to the Property by our staff Mr. Dennis Wong, BSc (Hons) in Real Estate, who has over 10-year experience in property inspection on 10 June 2019. During the course of our inspections, we did not note any serious defects. However, we must point out that we have not carried out a structural survey nor have we inspected parts of the structures which are covered, unexposed or inaccessible, we are therefore unable to report and any such part of the Property are free from rot, infestation or any other defects.

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 Property. We have assumed that utility services, such as electricity, telephone, water, etc., are available and free from defect.

However, we have not carried out any site investigation to determine the suitability of the ground conditions or the services for any property development erected or to be erected thereon. Nor did we undertake archaeological, ecological or environmental surveys for the Property. Our valuation is prepared on the assumptions that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. Should it be discovered that contamination, subsidence or other latent defects exists in the Property or on adjoining or neighbouring land or that the Property had been or are being put to contaminated use, we reserve right to revise our opinion of value.

Our valuation has been made on the basis that there is no substantial change in the physical conditions of the Property between the Valuation Date and the date of our inspection.

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PROPERTY VALUATION REPORT

APPENDIX I

We have relied very considerable extent on the information provided by the Group and have accepted advices given to us on such matters, in particular, but not limited to tenure, planning approvals, statutory notices, easements, particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Property. The plans including but not limited to location plan, site plan, lot index plan, outline zoning plan, building plan if any, in the report are included to assist the reader to identify the Property for reference only and we assume no responsibility for their accuracy.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group 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 the Group. Neither have we verified the correctness of any information supplied to us concerning the Property.

This report is for the exclusive use of the addressee stated herein and for that particular purpose only. The contents of this report either in whole or in part shall not be disclosed to any other parties and we accept no responsibility if it is used or relied upon by any others or for purposes other than that stated herein. Neither the whole nor any part of this report or any reference thereto may be included in any published documents, circular or statement nor published in any way without our written approval or the form and context in which it may appear.

REMARKS

We have valued the Property in Hong Kong Dollars ( HKD ).

We enclose herewith the “Property Particulars and Opinion of Value”.

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

Jessie X. Chen MRICS, MSc (Real Estate), BEcon Associate Director

Hammer W. H. Chui MRICS, BSc Associate Director

Ms. Jessie X. Chen is a Registered Professional Surveyor (Valuation) with over 10 years’ experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Chen is a Professional Member of The Royal Institution of Chartered Surveyors.

Mr. Hammer W.H. Chui is a Registered Professional Surveyor (Valuation) with about 10 years’ experience in valuation of properties in HKSAR. Mr. Chui is a Professional Member of The Royal Institution of Chartered Surveyors.

• 12 -

PROPERTY VALUATION REPORT

APPENDIX I

PROPERTY PARTICULARS AND OPINION OF VALUE

Property to be acquired for future development

Market Value subject to vacant Particulars of possession as at Property Description and tenure occupancy 9 May 2019 HKD A parcel of land situated The Property comprises a parcel of The Property is 412,000,000 at the Remaining Portion land with a land area of about 409 currently vacant as at (Hong Kong Dollars of Kowloon Inland Lot square metres (approximately 4,403 Valuation Date. Four Hundred and No. 2123, Tai Kok Tsui, square feet). Twelve Million Kowloon Only) The Property is held under Whole shares of and in Government Lease for a leasehold The Remaining Portion term of 75 years renewable for 75 of Kowloon Inland Lot years commencing from 16 July No. 2123 1928.

The total annual Government rent payable for the lot is HKD114,822.

Notes:

1. The current registered owner of the Property is Good Future Limited (錦秀有限公司) via an assignment for a consideration of HKD100,328,000.00 vide memorial no. 07010800510040 dated 18 December 2006.

2. Pursuant to the land register record obtain from the Land Registry, the Property is subject to a Licence for the removal of the five categories of offensive trades clauses dated 28 May 2008 from District Lands Officer, Kowloon West, and registered vide memorial no. 08061300830039.

3. Development and uses of the Property are governed by the covenants set out in the Government Lease of Kowloon Inland Lot No. 2123 which is virtually unrestricted except for the prohibition against offensive trade uses.

4. The Property is zoned Residential (Group A) under Draft Mong Kok Outline Zoning Plan No. S/K3/31 dated 13 July 2018. No new development, or addition, alteration and/or modification to or redevelopment of an existing building shall result in a total development and/or redevelopment in excess of a maximum plot ratio of 7.5 for a domestic building or 9.0 for a building that is partly domestic and partly non-domestic, or the plot ratio of the existing building, whichever is the greater; and the maximum building heights 100 metres above Principal Datum, or the plot ratio and height of the existing building, whichever is the greater.

5. The Property is located at the eastern side of Oak Street at its junction with Ivy Street in Tai Kok Tsui of Kowloon. This locality is an established residential area. Developments in the vicinity comprise mainly private residential developments, composite buildings and tenement blocks of various ages. Comprehensive shopping facilities are available in the hub area of Mong Kok.

6. 13 -

PROPERTY VALUATION REPORT

APPENDIX I

1. Details regarding development potential and conditions of the Property are set out as follows:

2. i. No details of development potential is available, no architectural plans have been approved and no planning consent has been obtained;

3. ii. No material special or general conditions affecting the development of the property including building covenants and time limits for completion of the development has been imposed on the property by the Government authority; and

4. iii. No condition is imposed as to construction of roadways, pathways, drainage, sewage and other facilities or services for public use.

5. As advised by the Company, Wing Tai Investment Limited (永大置業有限公司) is wholly-owned subsidiary of the Company.

6. 14 -

FINANCIAL INFORMATION

APPENDIX II

1. THREE-YEAR FINANCIAL INFORMATION

Financial information of the Group for each of the three years ended 31 March 2019, 2018 and 2017 are disclosed in the annual reports of the Company for the years ended 31 March 2019, 2018 and 2017 respectively, which have been published on both the website of the Stock Exchange (www.hkexnews.com.hk) and the website of the Company (www.winfairinvestment.com), and can be accessible by the links as follows:

• annual report of the Company for the year ended 31 March 2019 (pages 43 to 95) https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0725/ltn20190725157.pdf

• annual report of the Company for the year ended 31 March 2018 (pages 39 to 85) https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0723/ltn20180723221.pdf

• annual report of the Company for the year ended 31 March 2017 (pages 35 to 76) https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0713/ltn20170713265.pdf

2. INDEBTEDNESS

As at the Latest Practicable Date, the Group’s investment properties with an aggregate carrying value of approximately HK$332,400,000 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$20,042,605, 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$ 802,932 802,932 18,436,741
	20,042,605

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.

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FINANCIAL INFORMATION

APPENDIX II

3. WORKING CAPITAL

After due and careful enquiry and taking into account the internal resources (defined as cash at bank and all listed securities) 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. The Group will dispose of some listed securities in the stock market at a market price to strengthen the liquidity position from time to time when the Board views the selling price is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

4. 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 2019, the date to which the latest published audited financial statements of the Company were made up.

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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			Approximate
							percentage of
							issued share
	Personal	Family	Corporate	Other			capital of the
Name of Director	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	–	–	12,800,423#		14,686,423	36.7%
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 the estate of the deceased Mr. Ng See Wah, were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng Tai Wai and the estate of the deceased Mr. Ng See Wah.

• 12,800,423 shares attributable to Mr. Ng Tai Yin Victor, were held by Mr. Ng Tai Yin Victor in his capacity as administrator of and on trust for the estate of his deceased father, Mr. Ng See Wah. Of the 12,800,423 shares, 3,370,500 shares were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng Tai Wai, an executive director, and the estate of the deceased Mr. Ng See Wah.

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.

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ADDITIONAL INFORMATION

APPENDIX III

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.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, no person, other than Mr. Ng Tai Wai, Mr. Ng Tai Yin Victor, Mr. So Kwok Leung and Mr. So Kwok Wai Benjamin, all of whom are Directors of the Company, and Rheingold Holdings Limited (jointly owned by Mr. Ng Tai Wai and Mr. Ng Tai Yin Victor as an administrator of the estate of the deceased Mr. Ng See Wah), had any notifiable interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

Save as disclosed above, none of the Directors is also a director or employee of a company which has an interest or short position in shares or underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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. DIRECTORS’ 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 EXPERT’S INTERESTS IN GROUP ASSETS

As at the Latest Practicable Date, none of the Directors or the expert (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.

7. COMPETING INTERESTS

As at the Latest Practicable Date, pursuant to Rule 8.10 of the Listing Rules, none of the 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.

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ADDITIONAL INFORMATION

APPENDIX III

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 Limited Professional property valuer

As at the Latest Practicable Date, RHL Appraisal Limited 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 Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or report and reference to its name in the form and context in which they appear.

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 dated 9 May 2019 and the Formal Agreement dated 27 May 2019, entered into between Wing Tai Investment Company Limited, a wholly-owned subsidiary of the Company, and Good Future Limited, an Independent Third Party, in relation to the Acquisition at a consideration of HK$410,000,000;

• (b) the agreement for sale and purchase dated 3 September 2018, entered into between Konchoy Limited, a wholly-owned subsidiary of the Company, and EVW Limited, an Independent Third Party, in relation to the disposal of No. 96 Bonham Strand, Hong Kong, at a consideration of HK$138,000,000;

• (c) the agreement for sale and purchase dated 8 March 2018, entered into between Hing Full Far East Development Limited, a wholly-owned subsidiary of the Company, and Champrix Limited, an Independent Third Party, in relation to the acquisition of No. 66 Ma Tau Chung Road, To Kwa Wan, Kowloon, at a consideration of HK$67,600,000; and

• (d) the agreement for sale and purchase dated 8 November 2017, entered into between YLH Limited, a wholly-owned subsidiary of the Company, and Star Hero Investment Limited, an Independent Third Party, in relation to the disposal of all shop spaces on ground floor on No. 4

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ADDITIONAL INFORMATION

APPENDIX III

Nam Kok Road, Kowloon, all shop spaces on 1[st] floor on No. 4 Nam Kok Road, Kowloon and ground floor on Nos. 6 and 6A Nam Kok Road, Kowloon, and ground floor on Nos. 8-10 Nam Kok Road, Kowloon at a consideration of HK$320,000,000.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Rooms 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 2018 and 2019;

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

• (e) the letter of consent from RHL Appraisal Limited 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.

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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, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 29 August 2019 at 9:45 a.m. (or at such time immediately after the conclusion of the annual general meeting of the Company to be held on the same date 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 5 August 2019):–

ORDINARY RESOLUTION

“ THAT :

the Acquisition of the Property by Wing Tai Investment Limited, a wholly-owned subsidiary of the Company, the Purchaser , from Good Future Limited, the Seller , and the relevant Agreements entered into between the Purchaser and the Seller in connection with the Acquisition (as defined in the circular of the Company dated 5 August 2019) 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 Acquisition 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, 5 August 2019

Registered Office:

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

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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 Friday, 23 August 2019 to Thursday, 29 August 2019, 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 Thursday, 22 August 2019.

• (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 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) Completion and return of the proxy form will not preclude shareholders from attending and voting at the EGM (or any adjournment thereof) and, in such event, the proxy will be deemed to be revoked.

• (5) 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 voted by way of poll at the EGM.

• (6) If Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at any time after 8:00 a.m. on the date of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on its website (www.winfairinvestment.com) and HKExnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive Directors are Mr. Ng Tai Wai and Mr. Ng Tai Yin Victor; the non-executive Directors are Mr. So Kwok Leung, Mr. So Kwok Wai Benjamin and Ms. Ng Kwok Fun; the independent non-executive Directors are Dr. Ng Chi Yeung, Simon, Ms. Chan Suit Fei, Esther and Mr. Heng Pei Neng, Roy.

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