Winfull Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 14, 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.

WINFULL GROUP HOLDINGS LIMITED

宏輝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 183)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Winfull Group Holdings Limited (the “Company”) will be held at 7/F., Wheelock House, 20 Pedder Street, Central, Hong Kong on Friday, 2 May 2025 at 3:00 p.m. for the purpose of considering and, if thought fit, pass the following resolution of the Company:

ORDINARY RESOLUTION

1. “THAT:

(a) the subscription of LegendPower Life Insurance Plan (Single Premium) offered by Hang Seng Insurance Company Limited at the total notional subscription amount of USD10,000,000 (equivalent to approximately HK$78,000,000) and the consideration of USD9,500,000 (equivalent to approximately HK$74,100,000) by August Ally Limited (a wholly-owned subsidiary of the Company) (the “2nd Subscription”) and the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved and confirmed; and

(b) any one or more of the Directors be and are hereby authorised for and on behalf of the Company and in its name to execute each other documents, instruments, instructions and agreements and to do all such acts or things which he/she/they may consider necessary, expedient or desirable to give effect to the 2nd Subscription and the transactions contemplated thereunder.”

By order of the Board of

Winfull Group Holdings Limited

Pong Wilson Wai San

Chairman

Hong Kong, 15 April 2025

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

Head office and principal place of business in Hong Kong:
Unit A, 6/F.
9 Queen’s Road Central
Hong Kong

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his or her behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed (i.e. Wednesday, 30 April 2025 at 3:00 p.m.) for holding the meeting or any adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM or any adjournment thereof, should he or she so wish and in such event, the form of proxy will be deemed to be revoked.

3. The register of members of the Company will be closed from Monday, 28 April 2025 to Friday, 2 May 2025 both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending the EGM, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch 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 Friday, 25 April 2025.

4. If Typhoon Signal No. 8 or above, “extreme conditions” caused by super typhoons or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the Company will post an announcement on the websites of the Company at www.winfullgroup.hk and the Stock Exchange at www.hkexnews.hk to notify members of any updates.

5. The voting on all the resolutions at the EGM will be conducted by way of a poll.

6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this announcement, the Company’s executive directors are Mr. Pong Wilson Wai San and Mr. Lee Wing Yin, the Company’s non-executive director is Mr. Lai Hin Wing Henry and the Company’s independent non-executive directors are Mr. Koo Fook Sun Louis, Ms. Yeung Wing Yan Wendy and Mr. Liu Tsee Ming respectively.

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