Wan Leader International Limited — AGM Information 2020

Jul 21, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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WAN LEADER INTERNATIONAL LIMITED 萬勵達國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8482)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wan Leader International Limited (the “ Company ”) will be held at Unit 1603-1604, 16/F Causeway Bay Plaza 1, 489 Hennessy Road, Causeway Bay, Hong Kong on Friday, 21 August 2020 at 10:30 a.m. for the following purposes:

1. To receive and approve the audited consolidated Financial Statements of the Company and the Reports of the Directors and Auditor for the year ended 31 March 2020 thereon.

2. To re-elect Mr. Lo Wing Sang as a non-executive Director of the Company.

3. To re-elect Dr. Wu Ka Chee Davy as an independent non-executive Director of the Company.

4. To authorise the Board of Directors of the Company to fix the remuneration of the Directors of the Company.

5. To appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the Directors to fix its remuneration.

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

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ORDINARY RESOLUTIONS

(A) “THAT :

• (i) subject to paragraph (A)(iii) below and pursuant to the Rules Governing the Listing of Securities on the GEM of the Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”), the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (A)(i) above, otherwise than pursuant to (a) a Rights Issue (as defined below), (b) the exercise of options granted under the share option scheme of the Company or (c) any scrip dividend scheme or similar arrangements, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph A(i) above shall be limited accordingly; and

• (iv) for the purpose of this resolution,

• “ Relevant Period ” means the period from the time of passing of this resolution until whichever is the earliest of:

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

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Cayman Islands law or the Company’s Articles of Association to be held; and

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• (c) the time at which the authority set out in this Resolution is revoked or varied as ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to holders of shares in the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares, subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company.”

(B) “THAT :

• (i) subject to paragraph (B)(iii) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own issued shares 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 recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose on the terms and subject to the conditions set out in the Listing Rules or any applicable laws and requirements of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (B)(i) above shall be in addition to any other authorisation given to the directors of the Company;

• (iii) the aggregate nominal amount of the shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (B)(i) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph (B)(i) above shall be limited accordingly; and

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• (iv) for the purposes of this resolution:

• “ Relevant Period ” means the period from the time of passing of this resolution until whichever is the earliest of:

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

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Cayman Islands law or the Company’s Articles of Association to be held; and

• (c) the date on which the authority set out in this resolution is revoked or varied by the shareholders of the Company by way of ordinary resolution in general meeting.”

(C) “THAT :

Conditional upon the passing of resolutions numbered 6(A) and 6(B) set out above, the aggregate nominal amount of the number of shares which are repurchased by the Company under the authority granted to the directors of the Company in the said resolution numbered 6(B) shall be added to the aggregate nominal amount of the issued share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the said resolution numbered 6(A) provided that such added amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution.”

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and other participants attending the Annual General Meeting and to prevent and control the spreading of coronavirus disease 2019 (“ COVID-19 ”), the following precautionary measures will be implemented at the Annual General Meeting:

• (1) Every attendee is required to complete a health and travel declaration;

• (2) Compulsory body temperature checks or screening at the entrance of the Annual General Meeting venue;

• (3) Every attendee is required to wear a surgical face mask inside the Annual General Meeting venue at all times. Please note that no masks will be provided at the Annual General Meeting venue and attendees should wear their own masks;

• (4) Seating at the Annual General Meeting venue will be arranged so as to allow for appropriate social distancing. As a result, there will be limited capacity for Shareholders to attend the Annual General Meeting. The Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding; and

• (5) No gifts, refreshments or beverages will be provided at the Annual General Meeting.

Any attendees who (i) do not or refuse to comply with any of the precautionary measures (1) to (3) above; (ii) have travelled outside Hong Kong within 14 days immediately before the Annual General Meeting (“ recent travel history ”); (iii) with a body temperature of over 37.3 degree celsius, or have any flu-like symptoms or are otherwise unwell; (iv) are subject to quarantine or self-quarantine in relation to COVID-19 pandemic; and/or (v) have close contact with any person under quarantine or with recent travel history should not attend and may be refused admission to the Annual General Meeting venue at the Company’s absolute discretion as permitted by law.

In light of the continuing risks posed by the COVID-19 pandemic and for the health and safety of the Shareholders and other participants attending the Annual General Meeting, Shareholders are strongly encouraged to appoint the chairman of the Annual General Meeting as his/her proxy to vote on the resolutions, instead of attending the Annual General Meeting in person.

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Subject to the development of COVID-19, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the Company’s website for further announcements and updates on the Annual General Meeting arrangements.

On behalf of the Board Wan Leader International Limited Loy Hak Yu Thomas Chairman and Executive Director

Hong Kong, 21 July 2020

Registered office: Headquarter and principal place Second Floor, of business in Hong Kong: Century Yard, Office Tower Units 901-902, Cricket Square, Hutchison Logistics Centre, P.O. Box 902, Terminal 4, Grand Cayman, KY1-1103, Kwai Chung Container Port, Cayman Islands 18 Container Port Road South, Kwai Chung, New Territories, Hong Kong

Notes:

1. Any Shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. A proxy so appointed shall be entitled to exercise the same powers on behalf of such Shareholder.

2. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 10:30 a.m. on Wednesday, 19 August 2020 or not less than 48 hours before the time appointed for holding any adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed revoked.

4. Where there are joint holders of any Share, any one of such persons may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

5. In compliance with the GEM Listing Rules, all resolutions to be proposed at the Annual General Meeting convened by this notice will be voted on by way of poll.

6. References to time and dates in this notice are to Hong Kong time and dates.

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As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Loy Hak Yu Thomas and Mr. Loy Hak Moon; one non-executive Director, namely, Mr. Lo Wing Sang; and three independent non-executive Directors, namely, Mr. Ng Kam Tsun, Dr. Wu Ka Chee Davy and Mr. Chow Ming Po Aaron.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading.

This notice will remain on the GEM website of the Stock Exchange at www.hkgem.com and the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the date of its posting. This announcement will also be published on the website of the Company at www.wanleader.com.

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