Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 23, 2020

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 stockbroker 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 Win Hanverky Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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.

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481–483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 11 June 2020 at 10: 30 a.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy accompanying the notice of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, Level 54, 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 Annual General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:

• (1) Compulsory temperature checks

• (2) Mandatory use of surgical face masks

• (3) Mandatory health declaration — anyone subject to quarantine, has any flu-like symptoms or has travelled outside Hong Kong within 14 days immediately before the Annual General Meeting (‘‘recent travel history’’), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Annual General Meeting

• (4) Appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding, to the extent permitted by law

• (5) No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the meeting in person.

23 April 2020

CONTENTS

		Page(s)
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING		1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2–3
LETTER	FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandates to Issue New Shares and Repurchase Shares . . . . . . .	5
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5–7
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9–11
APPENDIX II — Details of the Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12–14
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15–19

– i –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:

• (1) Compulsory temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (2) Every attendee will be required to wear a surgical face mask throughout the Annual General Meeting. Please note that no masks will be provided at the meeting venue and attendees should bring and wear their own masks.

• (3) Every attendee will be required to submit a completed health declaration form prior to entry into the meeting venue. Anyone subject to quarantine, has any flulike symptoms or has travelled outside Hong Kong within 14 days immediately before the Annual General Meeting (‘‘recent travel history’’), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Annual General Meeting.

• (4) Appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid overcrowding, to the extent permitted by law.

• (5) No refreshments or drinks will be provided to attendees at the Annual General Meeting.

In addition, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this circular.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the Annual General Meeting and to comply with any applicable requirements or recommendations of any government agencies that the Company may be subject to from time to time.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.

– 1 –

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 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481– 483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 11 June 2020 at 10: 30 a.m.

• ‘‘Articles of Association’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Win Hanverky Holdings Limited, a company incorporated on 13 December 2005 in the Cayman Islands with limited liability, whose Shares are listed on the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extension Mandate’’ as defined in paragraph 2(c) of the Letter from the Board in this circular

• ‘‘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 Mainland China

• ‘‘Issue Mandate’’ as defined in paragraph 2(a) of the Letter from the Board in this circular

• ‘‘Latest Practicable Date’’ 20 April 2020 being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘Mainland China’’ the People’s Republic of China, excluding Hong Kong, Macau and Taiwan

• ‘‘Quinta’’

• Quinta Asia Limited, a company incorporated in the British Virgin Islands and is beneficially owned as to 70% by Mr. LI Kwok Tung Roy and 30% by Mr. LAI Ching Ping

• ‘‘Repurchase Mandate’’

• as defined in paragraph 2(b) of the Letter from the Board in this circular

– 2 –

DEFINITIONS

‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

– 3 –

LETTER FROM THE BOARD

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

Executive Directors:

Mr. LI Kwok Tung Roy (Chairman)

Mr. LAI Ching Ping (Deputy Chairman)

Mr. LEE Kwok Leung (Chief Executive Officer)

Mr. WONG Chi Keung (Chief Financial Officer)

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

Dr. CHAN Kwong Fai

Mr. KWAN Kai Cheong

Mr. MA Ka Chun

Mr. CHAN Ka Kui

Head Office and Principal Place of Business in Hong Kong: 6th Floor, Phase 6 Hong Kong Spinners Industrial Building 481–483 Castle Peak Road Kowloon Hong Kong

23 April 2020

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting, among others, for (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; and (iv) the re-election of Directors.

– 4 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of general mandates to the Directors:

• (a) to allot, issue or deal with the Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such resolution (the ‘‘Issue Mandate’’);

• (b) to purchase the Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such resolution (the ‘‘Repurchase Mandate’’); and

• (c) to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the ‘‘Extension Mandate’’).

The Issue Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions No. 4A and 4B set out in the notice of Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,284,400,000 Shares.

Subject to the passing of the proposed resolution in respect of the granting of the Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 256,880,000 Shares (representing 20% of the Shares in issue as at the date of granting of the Issue Mandate).

An explanatory statement, as required by the Listing Rules to be given to Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

3. RE-ELECTION OF DIRECTORS

As announced by the Company on 4 October 2019, Mr. CHAN Ka Kui (‘‘Mr. CHAN’’) was appointed as an independent non-executive Director and a member of the audit committee and nomination committee of the Company with effect from 7 October 2019. According to Article 86(3) of the Article of Association, Mr. CHAN, as a newly appointed Director, shall hold office until the Annual General Meeting and be eligible for re-election.

According to Articles 87(1) and 87(2) of the Articles of Association, Mr. LI Kwok Tung Roy (‘‘Mr. LI’’), Mr. WONG Chi Keung (‘‘Mr. WONG’’) and Mr. KWAN Kai Cheong (‘‘Mr. KWAN’’) shall retire at the Annual General Meeting by rotation and be eligible to offer themselves for re-election as a Director. All of the above retiring Directors offered themselves for re-election as a Director at the Annual General Meeting.

– 5 –

LETTER FROM THE BOARD

The nomination committee of the Company (the ‘‘Nomination Committee’’) considered the current Board composition and nominated Mr. LI, Mr. WONG, Mr. KWAN and Mr. CHAN to the Board for it to recommend them to stand for election by Shareholders at the Annual General Meeting (except that Mr. LI and Mr. CHAN who are the members of the Nomination Committee abstained from voting relating to their own nominations). The nominations were made after taking into account of the objective criteria (including without limitation, gender, age, cultural and educational background, professional experience, talents, skills, knowledge, length of service and other qualities of the Directors proposed to be re-elected), with due regard for the benefits of diversity, as set out in the board diversity policy adopted by the Company. The Nomination Committee had also taken into account their respective contributions to the Board and their firm commitments to their roles.

Each of Mr. KWAN and Mr. CHAN, independent non-executive Directors of the Company, has confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee is also responsible for, inter alia, assessing the independence of independent non-executive Directors. On 26 March 2020, the Nomination Committee assessed and reviewed the individual independence criteria as set out in Rule 3.13 of the Listing Rules, and affirmed that all independent non-executive Directors, including Mr. KWAN and Mr. CHAN, remained independent.

Mr. KWAN has been an independent non-executive Director of the Company since April 2006, and has been serving as directors of various listed companies in Hong Kong. Notwithstanding that Mr. KWAN is currently holding seven listed company directorships, the Board notes that save for Mr. KWAN’s absence in the board meeting and annual general meeting of the Company, both held on 13 June 2019, due to medical reasons, Mr. KWAN attended all other annual general meetings, board meetings, audit committee meetings and remuneration committee meetings for the three years ended 31 December 2019 with no absence. As such, the Board believes that Mr. KWAN will still be able to devote sufficient time to the Board in the future. The Nomination Committee has considered that the extensive business experience of Mr. KWAN and his expertise in finance and accounting industries would continue to bring in-depth insights and additional perspective in respect of the Group’s business. Being an independent non-executive Directors of the Company for more than nine years, Mr. KWAN’s independence is subject to review pursuant to Code A.4.3 of Appendix 14 to the Listing Rules and his further re-appointment should be subject to a separate resolution to be approved by the Shareholders. Mr. KWAN has not engaged in any executive management of the Group since his appointment. During his years of service with the Company, Mr. KWAN has contributed to the Board by providing independent views, impartial ideas and objective advices to the Company in relation to the business, operations, finance, accounting, future development and strategy of the Group. The Board considered that Mr. KWAN’s service with the Company for over nine years would not have any impact on his independence and he will continue to bring valuable business experience and knowledge to the Board for its efficient and effective functioning and diversity.

– 6 –

LETTER FROM THE BOARD

Mr. CHAN has been an independent non-executive Director of the Company since October 2019. Taking into account Mr. CHAN’s educational background, professional qualification and abundant public service experiences, the Nomination Committee considered that Mr. CHAN would continue to bring different insights and valuable experiences to the Board with a view of contributing to the diversity to the Board.

Biographical details of the abovementioned Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

All the resolutions set out in the notice of the Annual General Meeting will be decided by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by show of hands, as in accordance with the Listing Rules. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the Annual General Meeting.

5. 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.

– 7 –

LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Win Hanverky Holdings Limited LI Kwok Tung Roy Chairman

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them 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.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,284,400,000 Shares.

Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 128,440,000 Shares (representing 10% of the Shares in issue as at the date of granting of the Repurchase Mandate).

2. REASON FOR REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purchase in accordance with the memorandum of association of the Company, the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for such purpose or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business. Any premium payable on a purchase at a purchase price that is over the par value of the Shares subject to such purchase must be paid out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2019 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. 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 levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the last twelve months:

	Highest	Lowest
	HK$	HK$
2019
April	1.11	0.91
May	1.02	0.85
June	0.95	0.85
July	1.00	0.89
August	0.94	0.47
September	0.53	0.43
October	0.57	0.43
November	0.63	0.49
December	0.55	0.50
2020
January	0.54	0.46
February	0.50	0.44
March	0.47	0.30
April (up to and including the Latest Practicable Date)	0.36	0.29

5. UNDERTAKINGS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases of Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such resolution is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

6. TAKEOVERS CODE

If on the exercise of the powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Quinta, being the controlling Shareholder, held 743,769,967 Shares representing approximately 57.91% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, assuming that the present shareholdings and capital structure of the Company remain the same, the interests of Quinta in the issued Shares would be increased to approximately 64.34% of the total issued share capital of the Company. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of exercising power under the Repurchase Mandate.

The Directors have no present intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer or which will result in the amount of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 11 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

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

LI Kwok Tung Roy, aged 69, is an executive Director, co-founder and Chairman of the Company. He was appointed as an executive Director in December 2005. He is also a director of certain subsidiaries of the Company. Mr. LI is the elder brother of Mr. LEE Kwok Leung, Chief Executive Officer and an executive Director of the Company, and the father of Mr. LI Chun Ho Fredrick, one of the Company’s senior management. Mr. LI is responsible for strategic planning and overall management of the Group. Mr. LI has over 40 years of experience in the apparel industry and handling client relationship.

So far as the Directors are aware, as at the Latest Practicable Date, Mr. LI held 70% interest in the issued share capital of Quinta, which in turn held 743,769,967 Shares representing 57.91% of the issued share capital of the Company. Mr. LI is also a director of Quinta.

Mr. LI has entered into a service agreement with the Company for a term of three years commencing from 29 January 2018. He is entitled to a monthly remuneration of HK$348,800, which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions. In addition, he will be entitled to a bonus equivalent to two months’ salary and an annual discretionary bonus for each financial year. Mr. LI will also be entitled to all reasonable out-of-pocket expenses in connection with his performance of the director’s duties.

WONG Chi Keung, aged 53, is an executive Director, Chief Financial Officer and authorised representative of the Company. Mr. WONG is also a director of certain subsidiaries of the Company. Mr. WONG joined the Group in March 2014 and has more than 27 years of experience in accounting, auditing and finance. Between 2006 and 2013, Mr. WONG served as the chief financial officer for a number of sino-foreign joint venture and Hong Kong and US listed companies, including China Dongxiang (Group) Co., Ltd. and Besunyen Holdings Company Limited, both companies are listed on the Stock Exchange. Between 2002 and 2006, Mr. WONG worked at various operating entities of China Netcom Group, including serving as a senior finance manager of China Netcom Group Corporation (Hong Kong) Limited, a company previously listed on the Main Board of the Stock Exchange. Between 1989 and 1999, Mr. WONG worked for PricewaterhouseCoopers, an international public accounting firm and lastly as an audit manager. Mr. WONG is currently an independent non-executive director of Sinomax Group Limited, a company listed on the Stock Exchange.

Mr. WONG obtained a Bachelor degree in Business Administration from the Chinese University of Hong Kong in 1989 and a Master degree in Business Administration from the Australian Graduate School of Management in 2002. Mr. WONG is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants.

– 12 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

So far as the Directors are aware, as at the Latest Practicable Date, Mr. WONG was beneficially interested in 102,000 Shares and held share options to subscribe for 10,000,000 Shares, representing an aggregate of 0.79% of the issued share capital of the Company.

The share options shall be exercised at HK$1.562 per Share and they would be vested in 5 tranches of 20% each per annum starting from the first anniversary (i.e. 22 December 2016) and fully vested in the fifth anniversary of the date of grant of the share options (i.e. 22 December 2020). The share options shall be exercisable during the exercise period from the vesting date of the share options to 21 December 2025.

Mr. WONG has entered into a service agreement with the Company for a term of three years commencing from 1 March 2019. He is entitled to a monthly remuneration of HK$190,000 which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions. In addition, he will be entitled to a bonus equivalent to two months’ salary and an annual discretionary bonus for each financial year. Mr. WONG will also be entitled to all reasonable out-of-pocket expenses in connection with his performance of the director’s duties.

KWAN Kai Cheong, aged 70, is an independent non-executive Director. He joined the Group in April 2006. Mr. KWAN is currently the chairman of the board of Utopa Limited, a commercial property operating company in Mainland China, and the president of Morrison & Company Limited, a business consultancy firm. He is also an independent nonexecutive director of several listed companies in Hong Kong including Henderson Sunlight Asset Management Limited (as the manager of Sunlight Real Estate Investment Trust), Panda Green Energy Group Limited, Greenland Hong Kong Holdings Limited, CK Life Sciences Int’l., (Holdings) Inc, HK Electric Investments Limited and HK Electric Investments Manager Limited (as the trustee manager of HK Electric Investments Limited). In addition, he is also a non-executive director of China Properties Group Limited, shares of which are listed on the Stock Exchange.

Mr. KWAN previously worked for Merrill Lynch & Co. Inc. and was the president for its Asia Pacific region. He was an independent non-executive director of Dynagreen Environmental Protection Group Co., Limited, shares of which are listed on the Stock Exchange, until February 2018.

Mr. KWAN completed the Stanford Executive Program in 1992. He also holds a Bachelor of Accountancy (Honours) degree from the University of Singapore. He is a fellow of the Institute of Chartered Accountants in Australia, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Institute of Directors. Mr. KWAN has entered into a letter of appointment with the Company with a fixed term of office for three years commencing from 29 January 2018. He is entitled to a director’s fee of HK$240,000 per annum which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions.

– 13 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

CHAN Ka Kui, aged 69, is an independent non-executive Director. Mr. CHAN joined the Group in October 2019. He has been in the construction field for over 40 years and is currently the chairman of the Construction Industry Council, a member of the Supervisory Board of Hong Kong Housing Society and a court member of the City University of Hong Kong. Mr. CHAN was appointed as a Justice of the Peace of the Hong Kong Special Administrative Region (‘‘HKSAR’’) in 1992 and awarded the Silver Bauhinia Star in 2017 by the Government of the HKSAR.

Mr. CHAN holds a Master of Laws in Arbitration and Dispute Resolution from the City University of Hong Kong and was awarded the Honorary Fellowship by the City University of Hong Kong. He is a fellow member of the Hong Kong Institute of Surveyor.

Mr. CHAN has entered into a letter of appointment with the Company with a fixed term of office for three years commencing from 7 October 2019. He is entitled to a director’s fee of HK$160,000 per annum which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, (i) none of the above Directors has any interest (within the meaning of Part XV of the SFO) in the securities of the Company; (ii) none of the above Directors holds, or in the past three years held, any directorship in any public company the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments and professional qualifications; and (iii) none of them has any relationship with any other Directors, senior management or any substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

In relation to the proposed re-election of the above Directors, save as disclosed above and in this circular, there is no information which is discloseable nor is/was any of the above Directors involved in any of the matters required to be disclosed under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 11 JUNE 2020

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the ‘‘Meeting’’) of Win Hanverky Holdings Limited (the ‘‘Company’’) will be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481–483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 11 June 2020 at 10: 30 a.m. for the purpose of transacting the following businesses:

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Director(s)’’) and the auditor of the Company (the ‘‘Auditor’’) for the year ended 31 December 2019.

2. 2A. (i) To re-elect Mr. LI Kwok Tung Roy as a Director; (ii) To re-elect Mr. WONG Chi Keung as a Director;

3. (iii) To re-elect Mr. KWAN Kai Cheong as a Director; and

4. (iv) To re-elect Mr. CHAN Ka Kui as a Director.

5. 2B. To authorise the Board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.

6. To re-appoint Messrs. PricewaterhouseCoopers as Auditor for the year ending 31 December 2020 and to authorise the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

• A. ‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (‘‘Shares’’) and to make or grant offers, agreements, options and rights of exchange or conversion, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) 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 pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) exercise of any options under any share option scheme or similar arrangement adopted by the Company for the grant or issue of Shares or rights to acquire Shares; (iii) the exercise of the subscription rights or conversion rights under the terms of any warrants issued by the Company or any securities which are convertible into Shares; and (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, 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 said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from 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 by any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors to holders of Shares 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 exclusions or other arrangements as the Directors 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:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of securities authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period 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 said approval shall be limited accordingly; and

• (c) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from 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 by any applicable law or the articles of association of the Company to be held; and

• (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

• C. ‘‘THAT conditional on the passing of the resolutions set out in paragraphs 4A and 4B of the notice convening this Meeting, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to the resolution set out in paragraph 4A of the notice convening this Meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 4B of the notice convening this Meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.’’

By Order of the Board WIN HANVERKY HOLDINGS LIMITED LAM Choi Ha Company Secretary

Hong Kong, 23 April 2020

Notes:

1. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders is 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 shall, in respect of such Share, be entitled alone to vote in respect thereof.

2. A form of proxy for use at the Meeting is enclosed with the circular to the members of the Company.

3. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company. In order to be valid, forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the Meeting or adjourned meeting thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Meeting. If such member attends the Meeting, however, his form of proxy will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Thursday, 4 June 2020 to Thursday, 11 June 2020 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attendance at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Wednesday, 3 June 2020.

2. In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Chairman of the Board has indicated that he would direct that each of the resolutions set out in the notice of the Meeting be voted on by poll.

3. A circular containing the information regarding, inter alia, the general mandates to issue Shares and to repurchase Shares and the Directors proposed to be re-elected will be sent to the members of the Company together with the Company’s 2019 Annual Report.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Meeting:

• (1) Compulsory temperature checks

• (2) Mandatory use of surgical face masks

• (3) Mandatory health declaration — anyone subject to quarantine, has any flu-like symptoms or has travelled outside Hong Kong within 14 days immediately before the Meeting (‘‘recent travel history’’), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Meeting

• (4) Appropriate distancing and spacing in line with the guidance from the Government of the Hong Kong Special Administrative Region of the People’s Republic of China (‘‘HKSAR’’) will be maintained and as such, the Company may limit the number of attendees at the Meeting as may be necessary to avoid over-crowding, to the extent permitted by law

• (5) No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the meeting venue. The Company would like to encourage Shareholders to exercise their right to vote at the Meeting by appointing the Chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.

As at the date hereof, the executive Directors of the Company are: Mr. LI Kwok Tung Roy, Mr. LAI Ching Ping, Mr. LEE Kwok Leung and Mr. WONG Chi Keung and the independent non-executive Directors of the Company are: Dr. CHAN Kwong Fai, Mr. MA Ka Chun, Mr. KWAN Kai Cheong and Mr. CHAN Ka Kui.

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