Weiye Holdings Limited — Proxy Solicitation & Information Statement 2017

May 12, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Culture Landmark Investment Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 674)

(1) PROPOSED CHANGE OF COMPANY NAME AND (2) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at 10:00 a.m. on Friday, 2 June 2017, at Unit 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong is set out on pages 7 to 9 of this circular. A form of proxy for the SGM is enclosed. Whether or not you intend to attend and vote at the SGM or any adjourned meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

15 May 2017

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions have the meanings as set out below:

“Board”

the board of Directors

• “business day”

a day on which banks in Hong Kong are open for general banking business, other than (i) a Saturday or a Sunday; or (ii) a day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.

• “Company”

Culture Landmark Investment Limited（文化地標投資有限 公司）, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Directors”

the directors of the Company

• “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 PRC

• “Latest Practicable Date”

• 11 May 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules”

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

• “Proposed Name Change” the proposed change of the existing English name of the Company from “Culture Landmark Investment Limited” to “China Tangshang Holdings Limited” and to adopt a Chinese name “ 中國唐商控股有限公司 ” to replace its existing Chinese name “ 文化地標投資有限公司 ”

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DEFINITIONS

“SGM” the special general meeting of the Company to be held at Unit 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 2 June 2017 at 10:00 a.m. for the Shareholders to consider and, if thought fit, approve the Proposed Name Change, notice of which is set out on pages 7 to 9 of this circular

“Share(s)” share(s) of HK$0.05 each in the share capital of the Company, and where applicable, the term shall also include shares of any class or classes of the Company resulting from any subdivision, consolidation or re-classification of those shares

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

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

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LETTER FROM THE BOARD

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 674)

Executive Directors: Mr. Chen Weiwu (Chairman) Mr. Chen Gengxian Mr. Chen Songbin Mr. Zhou Houjie

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors: Principal place of business in Mr. Chen Youchun Hong Kong: Mr. Chan Chein Kwong William Unit 2101, 21/F Ms. Lui Ka Mei China Merchants Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

15 May 2017

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND (2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 May 2017 in respect of the Proposed Name Change.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with details regarding the Proposed Name Change as well as to give you notice of the SGM, which is set out on pages 7 to 9 of this circular.

PROPOSED CHANGE OF COMPANY NAME

The Board has proposed that the English name of the Company be changed from “Culture Landmark Investment Limited” to “China Tangshang Holdings Limited” and the Chinese name of the Company from “ 文化地標投資有限公司 ” to “ 中國唐商控股有限公司 ”.

Reasons for the Proposed Name Change

The Board believes that the Proposed Name Change will provide the Company with a new corporate image and to better reflect the relationship between the Company and its new controlling shareholder. The Board considers that the Proposed Name Change is in the best interests of the Company and the shareholders of the Company as a whole.

Conditions

The Proposed Name Change will be subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the SGM to approve the Proposed Name Change; and

• (ii) the approval for the Proposed Name Change having been granted by the Registrar of Companies in Bermuda.

Subject to satisfaction of these conditions, the Proposed Name Change will take effect from the date on which the Registrar of Companies in Bermuda enters the Company’s new English name and Chinese name on the register maintained by the Registrar of Companies in Bermuda in place of the existing English name and Chinese name.

Upon the Proposed Name Change becoming effective, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong and the Shares will be traded on the Stock Exchange under the new name.

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LETTER FROM THE BOARD

Effect of the Proposed Name Change

The Proposed Name Change will not affect any rights of the Shareholders. The existing Share certificates in issue bearing the present name of the Company will, after the Proposed Name Change becoming effective, continue to be evidence of legal title and the existing Share certificates will continue to be valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for free exchange of the existing Share certificates for new certificates bearing the new name of the Company.

Upon the Proposed Name Change becoming effective and from then on, new certificates in respect of the Shares will be issued under the new name of the Company and, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company will also be changed. Further announcement(s) will be made by the Company regarding the effective date of the Proposed Name Change, the change of the stock short name for trading of the Shares on the Stock Exchange and the change in the business logo of the Company.

SPECIAL GENERAL MEETING

A notice convening the SGM is set out on pages 7 to 9 of this circular for the purpose of considering, and if thought fit, passing the resolutions set out therein.

A special resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Proposed Name Change. As no Shareholder has any material interest in the Proposed Name Change, accordingly all Shareholders will be entitled to vote on the special resolution approving the Proposed Name Change.

You will find an enclosed form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions put to the vote at the SGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors are of the view that the Proposed Name Change is in the interests of the Company and the Shareholders as a whole and the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors 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 or this circular misleading.

For and on behalf of Culture Landmark Investment Limited Chen Weiwu

Chairman of the Board

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NOTICE OF SGM

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 674)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Culture Landmark Investment Limited (the “ Company ”) will be held at Unit 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 2 June 2017 at 10:00 a.m. for the proposing and, if thought fit, passing, with or without amendments, the following resolution as a special resolution of the Company:

Capitalised terms used herein without definition shall have the same meanings as in the circular issued by the Company on 15 May 2017 (the “ Circular ”), unless the context otherwise requires.

SPECIAL RESOLUTION

“ THAT :

• (a) subject to and conditional upon the necessary approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “Culture Landmark Investment Limited” to “China Tangshang Holdings Limited” and the Chinese name in “ 中國唐商控股有限公司 ” be adopted as the Chinese name of the Company to replace its existing Chinese name “ 文化地標投資有限公司 ” with effect from the date on which the Registrar of Companies in Bermuda enters the new English name and the Chinese name of the Company on the register maintained by the Registrar of Companies in Bermuda (the “ Proposed Name Change ”); and

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NOTICE OF SGM

• (b) any one of the Directors or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute all documents including under seal where applicable and take all steps which in his/her opinion that he/she considers necessary or expedient to implement and give effect to the Proposed Name Change and to attend to any necessary registration and/or filing for and on behalf of the Company.”

For and on behalf of Culture Landmark Investment Limited Chen Weiwu Chairman of the Board

Hong Kong, 15 May 2017

Executive Directors

Mr. Chen Weiwu (Chairman) Mr. Chen Gengxian Mr. Chen Songbin

• Mr. Zhou Houjie

Independent non-executive Directors

Mr. Chen Youchun

Mr. Chan Chein Kwong William

Ms. Lui Ka Mei

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NOTICE OF SGM

Notes:

1. In order to qualify for attending and voting at the Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 26 May 2017.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he/she/it so wish.

4. To be valid, a proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person at the Meeting or any adjournment thereof if you so desire and, in such event, the instrument appointing such a proxy shall be deemed to be revoked.

5. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holder are present at the Meeting personally or by proxy, the persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

6. Votes on the resolutions set out herein and are to be passed at the Meeting will be taken by way of poll.

7. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 11:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the website of Company at www.hkcli.com and on the HKExnews 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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