Flydoo Technology Holding Limited — Proxy Solicitation & Information Statement 2022

Jul 11, 2022

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 WWPKG Holdings Company Limited, you should at once hand this circular and the 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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WWPKG Holdings Company Limited 縱橫遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8069)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of WWPKG Holdings Company Limited to be held at Unit 706–8, 7th Floor, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 2 August 2022 at 11:00 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wwpkg.com.hk).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. no later than 11:00 a.m. on Sunday, 31 July 2022) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

This circular will remain on the ‘‘Latest Listed Company Information’’ page of the Stock Exchange website at www.hkexnews.hk for a minimum period of 7 days from the date of publication and on the website of the Company at www.wwpkg.com.hk.

11 July 2022

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Notice of Annual General Meeting and Closure of Register of Members . . . . . .	5
6.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

• ‘‘Annual General Meeting’’

the annual general meeting of the Company to be held at 11:00 a.m. on Tuesday, 2 August 2022 at Unit 706–8, 7th Floor, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, or any adjournment thereof and notice of which is set out on pages 15 to 20 of this circular

• ‘‘Articles of Association’’

• the articles of association of the Company, as amended, supplemented and/or otherwise modified from time to time

• ‘‘Board’’ the board of Directors

• ‘‘Companies Law’’ the Companies Law (as revised) of the Cayman Islands, as amended, supplemented and/or otherwise modified from time to time

• ‘‘Company’’ WWPKG Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability, with its Shares listed on GEM (Stock Code: 8069)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘GEM’’ the GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on GEM, as amended from time to time

• ‘‘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

• ‘‘Issue Mandate’’ a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting such general mandate by the Shareholders

• ‘‘Latest Practicable Date’’ 4 July 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Notice’’

• the notice convening the Annual General Meeting

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DEFINITIONS

‘‘Repurchase Mandate’’

a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares as at the date of passing of the relevant resolution granting such general mandate by the Shareholders

• ‘‘SFO’’

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

• ‘‘Share(s)’’

ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

• ‘‘Shareholder(s)’’

the holder(s) of the Share(s)

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder(s)’’

has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Takeovers Code’’

the Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time

• ‘‘%’’ per cent

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LETTER FROM THE BOARD

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WWPKG Holdings Company Limited 縱橫遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8069)

Executive Directors: Mr. Yuen Sze Keung (Chairman) Ms. Chan Suk Mei Mr. Yuen Chun Ning Ms. Shawlain Ahmin

Registered office: P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Independent non-executive Directors:

Mr. Ho Wing Huen Mr. Lam Yiu Kin Mr. Lee Hing Cheung Eric Mr. Lee Kwong Ming Mr. Yen Yuen Ho Tony

Head office and principal place of business in Hong Kong: Unit 706–8, 7th Floor, Lippo Sun Plaza 28 Canton Road Tsim Sha Tsui Kowloon Hong Kong 11 July 2022

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the Issue Mandate (including the extension of the Issue Mandate) to issue Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the GEM Listing Rules, for the Issue Mandate to issue new Shares. At the Annual General Meeting, an ordinary resolution numbered 5(A) in the Notice will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and/or deal with the additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the total number of the Shares in issue was 480,000,000 Shares and they were all fully paid or credited as fully paid. Subject to the passing of the ordinary resolution numbered 5(A) in the Notice and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 96,000,000 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 5(C) in the Notice, the number of Shares repurchased by the Company under ordinary resolution numbered 5(B) in the Notice will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 5(A) in the Notice provided that such additional number of Shares shall represent up to 10% of the total number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors confirm that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the GEM Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 112 of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

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LETTER FROM THE BOARD

In accordance with article 108 of the Articles of Association, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation and shall be eligible for re-election and re-appointment at every annual general meeting, provided that every Director shall be subject to retirement by rotation at least once every three years.

Accordingly, Ms. Shawlain Ahmin (‘‘Ms. Ahmin’’), Mr. Lee Hing Cheung Eric (‘‘Mr. Eric Lee’’) and Mr. Lee Kwong Ming (‘‘Mr. Lee’’) shall retire from office as Directors, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting. Mr. Yuen Chun Ning (‘‘Mr. CN Yuen’’), Mr. Lam Yiu Kin (‘‘Mr. Lam’’) and Mr. Yen Yuen Ho Tony (‘‘Mr. Yen’’) shall retire from office by rotation. Mr. CN Yuen, being eligible, has offered himself for re-election as Director at the Annual General Meeting. Mr. Lam and Mr. Yen have confirmed that they will not offer themselves for re-election as Directors and will retire as the independent non-executive Directors at the conclusion of the Annual General Meeting.

The nomination committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors. The Board considers that the retiring independent non-executive Directors, Mr. Eric Lee and Mr. Lee, are independent in accordance with the independence guidelines set out in the GEM Listing Rules. The Board also considers that in view of each of Mr. CN Yuen’s, Ms. Ahmin’s, Mr. Eric Lee’s and Mr. Lee’s educational background and professional knowledge and experience set out in Appendix I to this circular, the re-election of each of Mr. CN Yuen, Ms. Ahmin, Mr. Eric Lee and Mr. Lee as an executive Director or independent non-executive Director (as the case may be) will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. Each of the retiring Directors who are subject to re-election has abstained from voting at the relevant Board meeting on the respective proposition of his/her recommendation for re-election by the Shareholders at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the GEM Listing Rules.

5. NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERS

Set out on pages 15 to 20 of this circular is the Notice at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve the granting of the Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate and the re-election of the retiring Directors. Shareholders whose names appear on the Company’s register of members on Tuesday, 2 August 2022, will be eligible to attend and vote at the Annual General Meeting. The transfer books and register of members will be closed from Thursday, 28 July 2022 to Tuesday, 2 August 2022, both days inclusive, during which period

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LETTER FROM THE BOARD

no transfer of Shares will be effected. In order to determine the identity of Shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 27 July 2022.

6. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wwpkg.com.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. no later than 11:00 a.m. on Sunday, 31 July 2022) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

7. VOTING BY WAY OF POLL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

Pursuant to Rule 17.47(4) of the GEM Listing Rules and article 72 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided by poll save that the chairman of the meeting may, pursuant to the GEM Listing Rules, allow a resolution relating to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions set out in the Notice will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

8. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the Issue Mandate, the Repurchase Mandate and approving the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 or this circular misleading.

Your attention is drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully By order of the Board WWPKG Holdings Company Limited Yuen Sze Keung Chairman and Executive Director

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the Directors (as required by the GEM Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the GEM Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

Executive Directors

Mr. Yuen Chun Ning (‘‘Mr. CN Yuen’’), aged 44, joined the Group in 2005 and was appointed as the Chief Executive Officer, an executive Director and the compliance officer of the Company on 8 June 2016. Mr. CN Yuen also serves as a director of Worldwide Package Travel Service Limited, WWPKG Management Company Limited and Firepower Technology Limited and a managing director of Package Tours (Hong Kong) Limited, which are subsidiaries of the Company, and a director of Triplabs (BVI) Limited and Triplabs Limited, which are joint ventures of the Company.

Mr. CN Yuen obtained his Bachelor of Environmental Studies degree in Planning from the University of Waterloo, Canada in 2001, and his Master degree of Philosophy from the University of Cambridge, United Kingdom in 2002. Mr. CN Yuen joined the Group in 2005 and has gained over 16 years of experience in the tourism industry through managing the Group’s operations. He has been responsible for managing all lines of businesses of the Group and its overall operations, as well as overseeing the Group’s IT development. Mr. CN Yuen is the son of Mr. Yuen Sze Keung and Ms. Chan Suk Mei, both of whom are executive Directors.

Mr. CN Yuen has entered into a service agreement with the Company for an initial term of three years commencing from 12 January 2017 and shall continue thereafter unless and until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. CN Yuen is entitled to a monthly remuneration of HK$85,000. The remuneration of Mr. CN Yuen was determined by the Board as recommended by its remuneration committee with reference to his performance, responsibilities, duties, operating results of the Group and comparable market statistics.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. CN Yuen is holding a personal interest of 856 shares, representing approximately 8.56%, in WWPKG Investment Holdings Limited (‘‘WWPKG Investment’’), which is an associated corporation of the Company. As at the Latest Practicable Date, WWPKG Investment held 256,015,000 Shares, representing approximately 53.34% of the issued Shares.

Ms. Shawlain Ahmin (‘‘Ms. Ahmin’’), aged 50, was appointed as an executive Director on 22 June 2022. Ms. Ahmin obtained her Bachelor degree of Arts in Translation and Chinese from the Hong Kong Polytechnic University in 1994. Ms. Ahmin has over 25 years of experience in corporate services, business development and strategic planning and operations.

Ms. Ahmin is currently a director of, and holds 50% interest in LW Secretaries Limited, a company incorporated in Hong Kong for the provision of company secretarial services to corporate and individual clients in Hong Kong and mainland China, and an executive director of Pacific Legend Group Limited (Stock Code: 8547.HK).

Ms. Ahmin has entered into a service agreement with the Company for an initial term of three years commencing from 22 June 2022 and shall continue thereafter until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Ms. Ahmin is entitled to a monthly remuneration of HK$20,000. The remuneration of Ms. Ahmin was determined by the Board as recommended by its remuneration committee with reference to her performance, responsibilities, duties, operating results of the Group and comparable market statistics.

Independent non-executive Directors

Mr. Lee Hing Cheung Eric (‘‘Mr. Eric Lee’’), aged 53, was appointed as an independent non-executive Director on 22 June 2022. Mr. Eric Lee is a member of the audit committee, nomination committee and remuneration committee of the Company. Mr. Eric Lee obtained his Master degree of Science in Finance from The University of Strathclyde in the United Kingdom in 1993. He is a Chartered Financial Analyst awarded by the CFA Institute in the United States of America. Mr. Eric Lee has over 25 years of experience in investment banking and corporate management.

Mr. Eric Lee was a responsible officer and a director of Shenyin Wanguo Capital (H.K.) Limited, a wholly-owned subsidiary of Shenyin Wanguo (H.K.) Limited (now known as Shenwan Hongyuan Capital (H.K.) Limited) (Stock Code: 218.HK), from 1999 to 2006, and a responsible officer and a director of CCB International Capital Limited, an indirect whollyowned subsidiary of China Construction Bank Corporation (Stock Code: 939.HK, 601939.SH), from 2006 to 2007. Mr. Eric Lee has been the general manager of Longrun Tea Group Company Limited since 2007 and the director of Joyhigh International Logistics Company Limited since 2017.

Mr. Eric Lee has entered into a letter of appointment with the Company for an initial term of three years commencing from 22 June 2022 and shall continue thereafter until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Eric Lee is entitled to a fixed

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

annual director’s fee of HK$120,000. The remuneration of Mr. Eric Lee was determined by the Board as recommended by its remuneration committee with reference to his performance, responsibilities, duties, operating results of the Group and comparable market statistics.

Mr. Lee Kwong Ming (‘‘Mr. Lee’’), aged 50, was appointed as an independent nonexecutive Director on 4 July 2022. Mr. Lee is a member of the audit committee, nomination committee and remuneration committee of the Company. Mr. Lee is a fellow member and a practising certificate holder of Hong Kong Institute of Certified Public Accountants. He is also a fellow member of the Association of International Accountants. Mr. Lee has over 25 years of experience in audit, tax and company secretarial services.

Mr. Lee has been full-time practising on his own name since September 2015 and an independent non-executive director of Pacific Legend Group Limited (Stock Code: 8547.HK) since April 2021.

Mr. Lee has entered into a letter of appointment with the Company for an initial term of three years commencing from 4 July 2022 and shall continue thereafter until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Lee is entitled to a fixed annual director’s fee of HK$120,000. The remuneration of Mr. Lee was determined by the Board as recommended by its remuneration committee with reference to his performance, responsibilities, duties, operating results of the Group and comparable market statistics.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to approve the Repurchase Mandate.

GEM LISTING RULES

The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their shares on the Stock Exchange subject to certain restrictions.

SHAREHOLDERS’ APPROVAL

All proposed repurchases of shares by a company with a primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 480,000,000 Shares of nominal value of HK$0.01 each which have been fully paid or credited as fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 48,000,000 Shares which represent 10% of the total issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

REASONS FOR REPURCHASES

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

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if

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EXPLANATORY STATEMENT

APPENDIX II

authorised by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Law, out of capital.

The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2022, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
Month	prices	prices
	HK$	HK$
2021
July	0.395	0.260
August	0.320	0.260
September	0.400	0.285
October	0.340	0.295
November	0.350	0.270
December	0.310	0.270
2022
January	0.305	0.270
February	0.380	0.270
March	0.370	0.270
April	0.370	0.320
May	0.600	0.330
June	0.490	0.425
July (up to the Latest Practicable Date)	0.460	0.430

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EXPLANATORY STATEMENT

APPENDIX II

UNDERTAKING

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the GEM Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

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

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Ms. Chan Suk Mei and Mr. Yuen Sze Keung, through WWPKG Investment, are deemed to be interested in 256,015,000 Shares under the SFO, representing approximately 53.34% of the issued Shares. WWPKG Investment is owned as to 68.02% and 23.42% by Ms. Chan Suk Mei and Mr. Yuen Sze Keung respectively. Ms. Chan Suk Mei and Mr. Yuen Sze Keung are parties acting jointly. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of WWPKG Investment in the Company will be increased to approximately 59.26% of the issued Shares.

In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code. Accordingly, the Directors are not aware of any consequences which arise under the Takeovers Code as a result of any repurchase of its Shares by the Company.

The GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the company would be in public hands. The Directors do not propose to repurchase Shares which would result in the aggregate number of the Shares held by the public falling below the prescribed minimum percentage required by the Stock Exchange.

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EXPLANATORY STATEMENT

APPENDIX II

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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WWPKG Holdings Company Limited 縱橫遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8069)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ‘‘Annual General Meeting’’) of WWPKG Holdings Company Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Tuesday, 2 August 2022 at Unit 706–8, 7th Floor, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions:

1. To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 March 2022 and the reports of the directors (the ‘‘Directors’’) and auditor thereon;

2. To re-elect the following retiring Directors of the Company:

3. A. To re-elect Mr. Yuen Chun Ning as an executive Director;

4. B. To re-elect Ms. Shawlain Ahmin as an executive Director;

5. C. To re-elect Mr. Lee Hing Cheung Eric as an independent non-executive Director; and

6. D. To re-elect Mr. Lee Kwong Ming as an independent non-executive Director.

7. To authorise the board of Directors to fix the remuneration of the respective Directors;

8. To re-appoint BDO Limited as auditor of the Company and to authorise the board of Directors to fix its remuneration for the year ending 31 March 2023;

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

2. (A) ‘‘That:

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to paragraph (i) of this resolution, otherwise than pursuant to:

     • (1) any Rights Issue (as defined hereinafter);

     • (2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;

     • (3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

• (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of:

  • (a) 20% of the total number of issued shares of the Company as at the date of passing this resolution; and

  • (b) (if the Board is so authorised by resolution numbered 5(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the total number of issued shares of the Company as at the date of passing resolution numbered 5(B)), and the approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

• (a) ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

  • (2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

  • (3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

• (b) ‘‘Rights Issue’’ means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).’’

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NOTICE OF ANNUAL GENERAL MEETING

• (B) ‘‘That:

• (i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the ‘‘GEM Listing Rules’’), be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (iv) for the purpose of this resolution:

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

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

  • (b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

  • (c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

• (C) ‘‘That conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5(B) set out in this notice, provided that such extended amount shall represent up to 10% of the total number of issued shares of the Company as at the date of passing of the said resolutions.’’

By order of the Board WWPKG Holdings Company Limited Yuen Sze Keung Chairman and Executive Director

Hong Kong, 11 July 2022 Registered office: Head office and principal place of P.O. Box 1350 business in Hong Kong: Clifton House Unit 706–8, 7th Floor, Lippo Sun Plaza 75 Fort Street 28 Canton Road Grand Cayman KY1-1108 Tsim Sha Tsui Cayman Islands Kowloon Hong Kong

Notes:

• (i) Resolution numbered 5(C) will be proposed to the shareholders for approval provided that resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.

• (ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her/its stead. The proxy does not need to be a shareholder of the Company.

• (iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. no later than 11:00 a.m. on Sunday, 31 July 2022) or any adjournment thereof and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

• (iv) The register of members of the Company will be closed from Thursday, 28 July 2022 to Tuesday, 2 August 2022, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 27 July 2022.

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NOTICE OF ANNUAL GENERAL MEETING

• (v) With reference to ordinary resolution numbered 2 above, Mr. Yuen Chun Ning, Ms. Shawlain Ahmin, Mr. Lee Hing Cheung Eric and Mr. Lee Kwong Ming shall retire and being eligible, have offered themselves for reelection at the Annual General Meeting. Details of the above retiring Directors are set out in Appendix I to the circular of the Company dated 11 July 2022.

• (vi) In respect of the resolutions numbered 5(A), 5(B) and 5(C) above, the Directors wish to state that they have no immediate plans to repurchase any shares or issue any new securities pursuant to the relevant mandate.

• (vii) In respect of resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the GEM Listing Rules, is set out in Appendix II to the circular dated 11 July 2022.

• (viii) Delivery of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting or any adjournment thereof, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (ix) If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.wwpkg.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and place of the rescheduled meeting.

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