Weiye Holdings Limited — Proxy Solicitation & Information Statement 2025

May 16, 2025

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WEIYE HOLDINGS LIMITED, you should at once hand this circular, together 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 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.

WEIYE HOLDINGS LIMITED

偉業控股有限公司

(Incorporated in the Republic of Singapore with limited liability)

(Hong Kong Stock Code: 1570)

GRANT OF GENERAL MANDATE TO ISSUE SHARES, GRANT OF GENERAL MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 6th Floor, Block B, CMG Qianhai Economic and Trade Center Phase I, Nanshan Street, Nanshan District, Shenzhen City, Guangdong Province, the PRC on Tuesday, 17 June 2025 at 10:00 a.m. is set out on pages 15 to 20 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

• For identification purposes only

19 May 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — DETAILS OF THE DIRECTORS TO BE RE-ELECTED ... 8
APPENDIX II — EXPLANATORY STATEMENT ON
REPURCHASE MANDATE ... 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 6th Floor, Block B, CMG Qianhai Economic and Trade Center Phase I, Nanshan Street, Nanshan District, Shenzhen City, Guangdong Province, the PRC on Tuesday, 17 June 2025 at 10:00 a.m., for the purpose of considering and if appropriate to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 20 of this circular, or any adjournment thereof

"associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Board"
the Board of Directors

"close associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Companies Act"
the Companies Act, Chapter 50 of Singapore as amended, modified and supplemented from time to time

"Company"
WEIYE HOLDINGS LIMITED, a company incorporated in Singapore with limited liability, the Shares are listed on the Main Board of the SEHK

"Constitution"
the existing constitution of the Company, previously known as its memorandum and articles of association which were in force immediately before the Companies (Amendment) Act 2014 came into effect

"controlling shareholder(s)"
has the meaning ascribed thereto under the Listing Rules

"core connected person(s)"
has the meaning ascribed thereto under the Listing Rules

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

"Latest Practicable Date"
9 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"
6 April 2016, being the date on which the Shares were listed and traded on the Main Board of the SEHK

"Listing Rules"
the Rules Governing the Listing of Securities on the SEHK

"Memorandum"
the memorandum of association of the Company as amended, modified and supplemented from time to time

"PRC"
People's Republic of China

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to repurchase Shares subject to and in accordance with the terms of the mandate

"SEHK"
The Stock Exchange of Hong Kong Limited

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share Issue Mandate"
a general and unconditional mandate to allot, issue or deal with Shares subject to and in accordance with the terms of the mandate

"Share(s)"
share(s) of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs as amended from time to time and administered by the Securities and Futures Commission of Hong Kong

"RMB"
Renminbi yuan, the lawful currency of the PRC

"%"
per cent.

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LETTER FROM THE BOARD

WEIYE HOLDINGS LIMITED

偉業控股有限公司

(Incorporated in the Republic of Singapore with limited liability)

(Hong Kong Stock Code: 1570)

Executive Director:
Mr. Chen Zhiyong (陳志勇先生)

Independent non-executive Directors:
Mr. Dong Xincheng (董心誠先生)
Mr. Liu Ning (劉寧先生)
Ms. Chan Sze Man (陳詩敏女士)

Registered office:
10 Bukit Batok Crescent

06-05 The Spire

Singapore 658079

Headquarters and principal place of business in the PRC:
19th Floor, Building A
Weiye International Square
Intersection of Yangqiao Road
Zhengkai Avenue
Zhengdong New District, Zhengzhou City
Henan Province
the PRC

Principal place of business in Hong Kong:
Unit 1307A, 13/F
Two Harbourfront
22 Tak Fung Street
Hunghom, Kowloon
Hong Kong

19 May 2025

To: the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATE TO ISSUE SHARES,
GRANT OF GENERAL MANDATE TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
RE-APPOINTMENT OF AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING

• For identification purposes only

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the grant of the Share Issue Mandate, the grant of the Repurchase Mandate, the extension of the Share Issue Mandate, the re-election of Directors and the re-appointment of auditors of the Company.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the grant of the Share Issue Mandate, (ii) the grant of the Repurchase Mandate, (iii) the extension of the Share Issue Mandate, (iv) the re-election of Directors and (v) the re-appointment of auditors of the Company.

2. GRANT OF SHARE ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Share Issue Mandate to the Directors to exercise the power of the Company to issue new Shares in the event it becomes desirable for the Company to do so. Based on 196,133,152 Shares in issue (excluding treasury shares) as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the Annual General Meeting, the Directors will be able to allot, issue and deal with up to a total of 39,226,630 Shares, being 20% of the total number of the issued Shares (excluding treasury shares) as at the date of the resolution in relation thereto if the general mandate is granted at the Annual General Meeting. The Share Issue Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Constitution or Companies Act, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at general meeting of the Company.

The grant of the Share Issue Mandate will provide flexibility to the Directors to issue new Shares when it is in the interest of the Company.

3. GRANT OF REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on the 196,133,152 Shares in issue (excluding treasury shares) as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company would be allowed to repurchase a maximum of 19,613,315 Shares, being 10% of the total number of the issued Shares (excluding treasury shares) as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted, will be effective until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Constitution or any

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LETTER FROM THE BOARD

applicable laws to be held, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

4. EXTENSION OF THE SHARE ISSUE MANDATE

Subject to the passing of the ordinary resolutions to grant the Share Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the Annual General Meeting to add to the Share Issue Mandate those Shares to be repurchased by the Company pursuant to the Repurchase Mandate.

5. RE-ELECTION OF DIRECTORS

In accordance with the Regulation 97 of the Constitution, Mr. Chen Zhiyong and Ms. Chan Sze Man will retire from their respective offices as Director at the Annual General Meeting and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Chen Zhiyong as an executive Director and Ms. Chan Sze Man as an independent non-executive Director. The biographical details of Mr. Chen Zhiyong and Ms. Chan Sze Man as required to be disclosed under the Listing Rules are set out in Appendix I to this circular, respectively.

6. RE-APPOINTMENT OF AUDITORS

BDO Limited will retire as the auditors of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint BDO Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

7. ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at 6th Floor, Block B, CMG Qianhai Economic and Trade Center Phase I, Nanshan Street, Nanshan District, Shenzhen City, Guangdong Province, the PRC on Tuesday, 17 June 2025 at 10:00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions set out in the notice of the Annual General Meeting as set out on pages 15 to 20 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use in connection with the Annual General Meeting is enclosed herewith. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

To ascertain the members' entitlement to attend and vote (as the case may be) at the Annual General Meeting, the register of members will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote (as the case may be) 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 11 June 2025.

If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the Annual General Meeting will be by poll, except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which related purely to a procedural or administrative matter to be voted by a show of hands.

8. 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 Group. 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 contained herein or this circular misleading.

9. RECOMMENDATION

The Directors (including all the independent non-executive Directors) consider that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors 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

10. GENERAL INFORMATION

Your attention is drawn to the information set out in Appendix I and Appendix II to this circular.

Yours faithfully
By Order of the Board
Chen Zhiyong
Executive Chairman

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Chen Zhiyong

Mr. Chen Zhiyong (“Mr. Chen”), aged 54, is the chairman of the Board and an executive Director.

Mr. Chen has over 29 years of experience in the real estate industry. He joined Henan Weiye in July 2000, responsible for property development management, and was later promoted to the position of chief executive officer of Henan Weiye in 2010. He has been an executive Director and the chief executive officer of our Company since the Reverse Takeover in August 2011. On 27 February 2014, he was re-designated as the chief operating officer of our Company. Mr. Chen currently holds positions of the directors and the legal representatives of the member companies of the Group.

From 1993 to 1998, Mr. Chen was the manager of the project management department in the No. 2 engineering department of the Zhongjian No. 7 Bureau No. 4 Construction Engineering Company* (中建七局第四建築工程公司), a company principally engaged in the business of construction where he was responsible for the management of the construction of the property.

Mr. Chen graduated from Naval University of Engineering, PLA (中國人民解放軍海軍工程大學) in Wuhan City, Hubei Province, the PRC, with a degree in project management in June 2006. Mr. Chen is the brother-in-law of Mr. Zhang Wei, the controlling shareholder of the Company.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, Mr. Chen was interested in 40,240,256 Shares, representing approximately 20.52% of the total number of issued shares of the Company (excluding treasury shares) within the meaning of Part XV of the SFO.

Mr. Chen has entered into a service agreement with the Company for an initial term of three (3) years with an automatic extension clause for another three (3) years and subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Constitution and the Listing Rules. The total amount of his emolument for the year ended 31 December 2024 was approximately RMB905,000 which was determined by the Board by reference to his responsibilities and duties within the Company and the recommendation of the remuneration committee of the Company.

• For identification purposes only

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Ms. Chan Sze Man

Ms. Chan Sze Man (“Ms. Chan”), aged 44, is our independent non-executive Director, the chairlady of the audit committee of the Company, a member of the nomination committee of the Company and a member of the remuneration committee of the Company on 30 September 2024.

Ms. Chan has over 21 years of experience in the accounting and auditing industry in Hong Kong. Ms. Chan obtained her Bachelor’s degree of Business Administration in Accounting from The Hong Kong University of Science and Technology in November 2003. She has been a fellow of the Hong Kong Institute of Certified Public Accountants since March 2016.

Ms. Chan has been a non-executive director of Tongda Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 698) since August 2018, an independent non-executive director of Chi Kan Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 9913) since July 2020, and an independent non-executive director of Prosperous Future Holdings Limited (formerly known as “Future Development Holdings Limited” and “China Child Care Corporation Limited”), a company listed on the Main Board of the Stock Exchange (stock code: 1259) since September 2016.

From September 2003 to April 2010, Ms. Chan worked in Deloitte Touche Tohmatsu, an international accounting firm, with her last position as a manager. In June 2010, she joined Tongda Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 698), which is engaged in the electronic products business, as an account manager and was promoted to the position of chief financial officer and company secretary in January 2011, where she was responsible for the corporate finance, accounts and company secretarial functions until August 2018, when she has been appointed as a non-executive director of the company. Ms. Chan acted as an independent non-executive director of Sunrise (China) Technology Group Limited (currently known as KOALA Financial Group Limited), a company listed on GEM of the Stock Exchange (stock code: 8226) from October 2012 to April 2015. Ms. Chan also acted as an independent non-executive director of Millennium Pacific Group Holdings Limited, a company listed on GEM of the Stock Exchange (stock code: 8147) from June 2014 to July 2017. From September 2018 to November 2019, Ms. Chan worked in Transmit Entertainment Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1326), which is engaged in media and entertainment business in Hong Kong and the PRC, as the chief financial officer where she was responsible for finance, accounts and secretarial matters of the company.

Ms. Chan has entered into a letter of appointment with the Company for an initial fixed term of three years subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Constitution and the Listing Rules. The total amount of his emolument for the year ended 31 December 2024 was approximately RMB50,000 which was determined with recommendation of the remuneration committee of the Company with reference to her duties, responsibilities, qualifications, experiences and the prevailing market conditions.

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed herein, as at the Latest Practicable Date, Mr. Chen and Ms. Chan (i) were not interested nor deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) had not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (iii) did not hold any other position in the Company or any other member of the Group; and (iv) were not related to any Directors, senior management, substantial Shareholders or controlling Shareholders. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders in connection with re-election of Mr. Chen and Ms. Chan and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate. It also constitutes the notice under section 76E(2) of the Companies Act, Chapter 50 of Singapore.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 196,133,152 Shares and the Company did not have any treasury shares.

Subject to the passing of the ordinary resolution numbered 7 as set out in the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the date of the Annual General Meeting, the Directors will be authorised under the Repurchase Mandate to repurchase, a maximum of 19,613,315 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting.

1. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase the Shares on the market. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Constitution, and the laws of Singapore. The repurchase of Shares will only be made when the Directors believe that such repurchase of Shares will benefit the Company and its Shareholders as a whole.

1. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the Constitution, the Listing Rules and the applicable laws and regulations of Hong Kong and Singapore. In particular, any repurchase of Shares by the Company may be made out of the Company's capital or profits so long as the Company is solvent. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the Latest Practicable Date as these will depend on whether the Shares are purchased or acquired out of capital or profits, the number of shares purchased or acquired and the price at which such Shares were purchased or acquired.

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

4. IMPACT ON WORKING CAPITAL OR GEARING LEVEL

There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the financial statements contained in the Company's 2024 Annual Report) if the Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

During each of the previous 12 months up to the Latest Practicable Date, the highest and lowest prices for which the Shares were traded on the SEHK were as follows:

Month	Price per Share (HK$)
	Highest	Lowest
2024
May*	-	-
June*	-	-
July*	-	-
August	3.100	2.500
September	2.990	2.990
October	2.100	1.000
November	1.480	1.200
December	1.200	0.850
2025
January	1.950	1.180
February	2.100	1.000
March	1.480	1.060
April#	-	-
May (up to the Latest Practicable Date)	1.580	1.550

• Trading in the Shares was suspended during the period from 1 April 2025 to 1 May 2025, and resumed on 2 May 2025.
• There were no trading of Shares in those months and therefore no highest and lowest traded prices.

6. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or our subsidiaries any of the Shares if the Repurchase Mandate is approved at the Annual General Meeting.

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

7. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

As at the Latest Practicable Date, to the best knowledge of the Directors, having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the SEHK to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Singapore.

9. EFFECT OF TAKEOVERS CODE

Upon the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Share Buy-backs Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Zhang Wei, the controlling shareholder of the Company (as defined in the Listing Rules), was interested in 106,821,938 Shares, representing approximately 54.46% of the total number of issued Shares (excluding treasury shares) within the meaning of Part XV of the SFO, of which 15,792,290 Shares was deemed to be interested through his wholly owned corporation, Fine Skill Holdings Limited. As at the Latest Practicable Date, Mr. Chen Zhiyong, an executive Director, was interested in 40,240,256 Shares, representing approximately 20.52% of the total number of issued Shares (excluding treasury shares).

Based on such interests in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the Annual General Meeting, the shareholding interests of Mr. Zhang Wei and Mr. Chen Zhiyong would be increased to approximately 60.52% and 22.80% of the total number of Shares in issue (excluding treasury shares), respectively. The Directors are not aware of any consequences which may arise under the Takeovers Codes as a result of any repurchases of Shares made under the Repurchase Mandate. In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the public would fall below 25% of the total number of Shares then in issue. The Directors have no intention to repurchase Shares to such an extent that will result in the total number of Shares held by the public being reduced to less than 25%.

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APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not redeem any of its Shares listed and traded on the Main Board of the SEHK nor did the Company or any of our subsidiaries purchase any of such Shares since the Listing Date up to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

WEIYE HOLDINGS LIMITED

偉業控股有限公司*

(Incorporated in the Republic of Singapore with limited liability)

(Hong Kong Stock Code: 1570)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Annual General Meeting") of Weiye Holdings Limited (the "Company") will be held at 6th Floor, Block B, CMG Qianhai Economic and Trade Center Phase I, Nanshan Street, Nanshan District, Shenzhen City, Guangdong Province, the PRC on Tuesday, 17 June 2025 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements and Directors' Statement of the Company for the financial year ended 31 December 2024 together with the Auditor's Report thereon.

(Resolution 1)

1. To authorise the Board of Directors of the Company to fix the remuneration of the Directors of the Company for the financial year ending 31 December 2025, to be paid quarterly in arrears.

(Resolution 2)

1. To re-elect the following Directors of the Company retiring pursuant to Regulation 97 of the Constitution of the Company:

Mr. Chen Zhiyong

(Resolution 3)

Ms. Chan Sze Man

(Resolution 4)

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint BDO Limited as the auditors of the Company and to authorise the Board of Directors of the Company to fix their remuneration.

(Resolution 5)

1. To transact any other ordinary business which may properly be transacted at the Annual General Meeting.

AS SPECIAL BUSINESS

1. To consider and if thought fit, to pass the following resolution as an ordinary resolution, with or without any modifications:

"THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "SEHK"), the Directors of the Company be authorised and empowered to:

(a) (i) issue shares in the Company (the "Shares") whether by way of rights, bonus or otherwise; or

(ii) convertible securities; or

(iii) additional convertible securities arising from adjustments made to the number of convertible securities previously issued in the event of rights, bonus or capitalisation issues; or

(iv) shares arising from the conversion of convertible securities,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

(the "Share Issue Mandate")

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NOTICE OF ANNUAL GENERAL MEETING

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the SEHK) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and

(c) any subsequent consolidation or subdivision of shares;

(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Listing Rules for the time being in force (unless such compliance has been waived by the SEHK) and the Constitution of the Company; and

(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments."

(Resolution 6)

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and if thought fit, to pass the following resolution as an ordinary resolution, with or without any modifications:

“THAT:

(a) subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the Shares on the SEHK or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Commission”) and the SEHK for such purpose or to resell treasury shares of the Company (if permitted under the Listing Rules), and otherwise in accordance with the rules and regulations of the Commission, the SEHK, the applicable laws of the Singapore and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(c) for the purpose of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Company’s Constitution (the “Constitution”) or any applicable laws to be held; or

(iii) 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.”

(Resolution 7)

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and if thought fit, to pass the following resolution as an ordinary resolution, with or without any modifications:

"THAT subject to the passing of resolutions nos. 6 and 7 set out in the notice convening the Annual General Meeting, the authority of the Directors pursuant to resolution no. 6 set out in the notice convening the Annual General Meeting be and is hereby approved to extend to cover such amount representing the aggregate number of the issued Shares (excluding treasury shares) repurchased pursuant to the authority granted pursuant to resolution no. 7 set out in the notice convening the Annual General Meeting."

(Resolution 8)

By Order of the Board
Shirley Tan Sey Liy
Man Yun Wah
Company Secretaries

Hong Kong, 19 May 2025

Explanatory Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting and holding more than one (1) share is entitled to appoint one or more than one proxy 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
4. To ascertain the members' entitlement to attend and vote (as the case may be) at the Annual General Meeting, the register of members will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote (as the case may be) 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 11 June 2025.

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

6. 19 -

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NOTICE OF ANNUAL GENERAL MEETING

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 Annual General Meeting 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 Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the Annual General Meeting (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 Director is Mr. Chen Zhiyong; and the independent non-executive Directors are Mr. Liu Ning, Mr. Dong Xincheng and Ms. Chan Sze Man.

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