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Weiye Holdings Limited Proxy Solicitation & Information Statement 2020

Nov 29, 2020

50009_rns_2020-11-29_4c5e4d9d-0c02-4e89-a494-95e6543eda0c.pdf

Proxy Solicitation & Information Statement

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

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(Incorporated in the Republic of Singapore with limited liability) (Hong Kong Stock Code: 1570)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Weiye Holdings Limited (the “ Company ”) will be held at 33rd Floor, Building No. 1, Fangdacheng Longzhu Forth Road No. 2, Nanshan District, Shenzhen City, Guangdong Province, the PRC on Thursday, 24 December 2020 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTION

  1. THAT

  2. (a) the equity transfer agreement dated 29 October 2020 (the “ Equity Transfer Agreement ”) entered into between Weiye Holdings (Shenzhen) Group Co., Ltd. (煒業控股(深圳)集團有限公司) (the “ Vendor ”), Dongguan City Zhongtian Huijing Industry Investment Co., Ltd. (東莞市中天薈景實業投資有限公司) (the “ Purchaser ”), Hainan Hongji Weiye Property Development Co., Ltd. (海南宏基 偉業房地產開發有限公司) and Huiyang Jinlida Property Management Co., Ltd. (惠陽金利達物業管理有限公司) (the “ Target Company ”), pursuant to which the Vendor conditionally agreed to sell the entire equity interest of the Target Company (the “ Sale Equity ”), and the Purchaser conditionally agreed to purchase the Sale Equity in respect of the intended property development project of the Target Company on the parcel of land located at Tanhua Road, Danshui Street, Huiyang District, Huizhou City, Guangdong Province, PRC (中國廣東省 惠州市惠陽區淡水街道曇華路), the terms and conditions thereof and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

  3. (b) any one of the directors of the Company (“ Director(s) ”) be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Equity Transfer Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any

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variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Equity Transfer Agreement) as are, in the opinion of such Director, in the interest of the Company and its shareholders as a whole.”

By Order of the Board WEIYE HOLDINGS LIMITED Zhang Wei

Executive Chairman and Chief Executive Officer

Hong Kong, 30 November 2020

Notes:

  1. A Member of the Company entitled to attend and vote at the EGM is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.

  2. If the member is a corporation, the instrument appointing a proxy must be executed under its common seal or signed on its behalf by an attorney duly authorised in writing or a duly authorised officer of the corporation.

  3. The instrument appointing a proxy must be deposited at the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof.

  4. To ascertain the members’ entitlement to attend and vote at the EGM, the register of members will be closed from Monday, 21 December 2020 to Thursday, 24 December 2020, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 18 December 2020.

  5. All times and dates referred to in this notice refer to Hong Kong times and dates.

  6. For identification purposes only

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PERSONAL DATA PRIVACY

Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

As at the date of this notice, the executive Directors are Mr. Zhang Wei and Mr. Chen Zhiyong; and the independent non-executive Directors are Mr. Dong Xincheng, Mr. Lam Ying Hung Andy and Mr. Liu Ning.

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