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Wing Tai Properties Limited Proxy Solicitation & Information Statement 2026

Apr 24, 2026

49165_rns_2026-04-24_50ee7144-328c-4e13-816b-7a784ccd063c.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

WING TAI PROPERTIES LIMITED

永泰地產有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 369)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Wing Tai Properties Limited (the "Company") will be held at 27th Floor, AIA Kowloon Tower, Landmark East, 100 How Ming Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 28 May 2026 at 10:00 a.m. (the "AGM") for the following purposes:

ORDINARY BUSINESS

  1. To receive the audited financial statements of the Company, the directors' report and the independent auditor's report for the year ended 31 December 2025;
  2. To consider and, if thought fit, declare a final dividend of HK4.0 cents per share for the year ended 31 December 2025;
  3. (a) To re-elect the following persons as the directors of the Company (the "Directors"):

i Mr. NG Kar Wai, Kenneth
ii Mr. KWOK Ping Luen, Raymond
iii Mr. CHOW Wai Wai, John
iv Mr. YEUNG Kit Shing, Jackson
v Mr. LAM Tin Fuk, Fred
vi Mr. KWOK King Man, Clement

(b) To approve revision of annual fees payable to Non-executive Directors, Independent Non-executive Directors, Chairman of Audit Committee, Chairman of Remuneration Committee and Chairman of Nomination Committee to the amounts set out below, such revised annual fees to be applicable to each financial year commencing from 1 January 2026 and to remain the same until otherwise determined by an ordinary resolution of the shareholders of the Company:

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WINGTAI ASIA


WINGTAIASIA

Board of Directors HK$ per annum
Each Non-executive Director 84,500
Each Independent Non-executive Director 341,500
Audit Committee
Chairman 146,500
Remuneration Committee
Chairman 74,000
Nomination Committee
Chairman 74,000
  1. To re-appoint PricewaterhouseCoopers as the auditor of the Company and authorize the Directors to fix its remuneration;

SPECIAL BUSINESS

To consider and if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions:

Ordinary Resolutions

5. "THAT:

(a) subject to paragraph (c) of this resolution, 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 and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

(c) the shares in the capital of the Company to be allotted or agreed conditionally or unconditionally to be allotted, whether pursuant to an option or otherwise, and to be issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a rights issue; (ii) any issue of shares in the capital of the Company under any option scheme, share award plan or similar arrangement for the time being adopted for the grant or issue to officers, eligible persons and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the capital of the Company; or (iii) any issue of shares in the capital of the Company as scrip dividend or any similar arrangement providing for the allotment of shares in the capital of the Company in lieu of the whole or part of a dividend pursuant to the amended and restated bye-laws of the Company in force from time to


time (the "Bye-laws"), shall not exceed 20% of the total number of shares in the capital of the Company in issue (excluding treasury shares, if any) as at the date of passing this resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, "Relevant Period" means the period from the date of 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 the laws of Bermuda or the Bye-laws to be held; or

(iii) the revocation or variation of this resolution by an ordinary resolution in a general meeting of the Company.

  1. "THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its fully paid-up shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with the Rules Governing the Listing of Securities on the Stock Exchange and all applicable laws, be and is hereby generally and unconditionally approved;

(b) the total number of shares in the capital of the Company to be repurchased by the Company pursuant to paragraph (a) of this resolution shall be no more than 10% of the total number of shares in the capital of the Company in issue (excluding treasury shares, if any) as at the date of passing 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 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 the laws of Bermuda or the Bye-laws to be held; or

(iii) the revocation or variation of this resolution by an ordinary resolution in a general meeting of the Company.

WingTaiAsia
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  1. "THAT conditional upon ordinary resolutions no. 5 and no. 6 set out in the notice convening the AGM (the "AGM Notice") being duly passed, the general mandate granted to the Directors pursuant to ordinary resolution no. 5 set out in the AGM Notice be and is hereby extended by the addition thereto of the aggregate number of shares in the capital of the Company which may be repurchased by the Company and have been cancelled under the authority granted pursuant to ordinary resolution no. 6 set out in the AGM Notice."

By Order of the Board

WING TAI PROPERTIES LIMITED

Chung Siu Wah, Henry

Company Secretary and Group Legal Counsel

Hong Kong, 27 April 2026

Notes:

(1) A shareholder entitled to attend and vote at the AGM (or at any adjournment thereof) is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A shareholder holding two or more shares is entitled to appoint more than one proxy. A proxy needs not be a shareholder of the Company but must be present in person to represent the appointing shareholder. Completion and return of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the AGM.

(2) Where there are joint registered holders of any shares, any one of such persons may vote at the AGM (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the AGM 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 shares shall alone be entitled to vote in respect thereof.

(3) In order to be valid, the proxy form and any power of attorney (if any) or other authority (if any) under which it is signed, or a copy of such authority certified notarially, must be delivered to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be).

(4) The register of members of the Company will be closed from 22 May 2026 to 28 May 2026 (both days inclusive). During such period, the registration of transfers of shares in the capital of the Company will be suspended. The record date for determining the entitlement of the shareholders to attend and vote at the AGM will be 28 May 2026. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates (where applicable) must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 21 May 2026.

(5) No corporate gifts will be distributed and no refreshments will be served at the AGM.

Wingtai Asia


As at the date of this notice, the Directors are:

Executive Directors:
Cheng Wai Chee, Christopher, Cheng Wai Sun, Edward, Cheng Man Piu, Francis and Ng Kar Wai, Kenneth

Non-executive Directors:
Kwok Ping Luen, Raymond (Kwok Ho Lai, Edward as his alternate), Hong Pak Cheung, William, Chow Wai Wai, John and Chen Chou Mei Mei, Vivien

Independent Non-executive Directors:
Yeung Kit Shing, Jackson, Lam Kin Fung, Jeffrey, Lam Tin Fuk, Fred and Kwok King Man, Clement

WINGTAI ASIA
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