WellCell Holdings Co., Limited — Proxy Solicitation & Information Statement 2025

Mar 10, 2025

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.

WellCell Holdings Co., Limited
經緯天地控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2477)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN an extraordinary general meeting (the “EGM”) of WellCell Holdings Co., Limited (the “Company”) will be held at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Center, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC on Thursday, 27 March 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following ordinary resolution of the Company. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 11 March 2025 (the “Circular”).

ORDINARY RESOLUTION

To consider and, if thought fit, to pass with or without amendments, the following resolution as ordinary resolution:

1. “THAT subject to and conditional upon the fulfilment of all the conditions set out in the section headed “Conditions of the Share Subdivision” (the “Conditions”) in the Circular, with effect from the second Business Day immediately following the date on which the Conditions are fulfilled:

(a) every ordinary share with a par value of HK$0.01 each in the authorised and issued share capital of the Company be subdivided into two (2) ordinary shares with a par value of HK$0.005 each (the “Subdivided Shares”) (the “Share Subdivision”), such Subdivided Share(s) shall rank pari passu in all respects with each other in accordance with the articles of association of the Company and shall have the same rights and privileges and be subject to the same restriction as the Shares in issue prior to the Share Subdivision such that immediately following the Share Subdivision becoming effective, the authorised share capital of the Company shall be changed from (i) HK$10,000,000 divided into 1,000,000,000 ordinary shares of HK$0.01 each to (ii) HK$10,000,000 divided into 2,000,000,000 ordinary shares of HK$0.005 each; and

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(b) any one of the directors of the Company be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he/she in his/her absolute discretion considers necessary, desirable or expedient to give effect to, implement and complete the Share Subdivision and the transactions contemplated thereunder.”

By order of the board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman and Executive Director

Hong Kong, 11 March 2025

Registered office:
71 Fort Street
PO Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands

Principal place of business in Hong Kong:
Room 704,
7/F., Jubilee Centre,
18 Fenwick Street,
Wan Chai,
Hong Kong

As at the date of this notice of EGM, the Board comprises four executive Directors, namely Mr. Jia Zhengyi, Mr. Cong Bin, Mr. Li Shihua and Mr. Qian Fenglei; one non-executive Director, namely Mr. Lin Qihao; and three independent non-executive Directors, namely Dr. Leung Kwong Sak, Mr. Wong Che Man Eddy and Ms. Dan Xi.

Notes:

1. Any member of the Company entitled to attend, speak and vote at the above meeting may appoint another person as his proxy to attend, speak and to vote instead of him. A proxy need not be a member of the Company.
2. All resolutions at the EGM will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
3. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting, either personally 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. The vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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1. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to Boardroom Share Registrars (HK) Limited, the Company's Hong Kong branch share registrar and transfer office, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof.

2. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

3. The register of members of the Company will be closed from Tuesday, 25 March 2025 to Thursday, 27 March 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with Boardroom Share Registrars (HK) Limited, the Company's Hong Kong branch share registrar and transfer office, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Monday, 24 March 2025.

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