Winox Holdings Limited — Proxy Solicitation & Information Statement 2022

May 23, 2022

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, other licensed corporation, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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WINOX HOLDINGS LIMITED 盈利時控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6838)

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Units 2 & 3, 1/F, Sunray Industrial Centre, 610 Cha Kwo Ling Road, Yau Tong, Kowloon, Hong Kong on Monday, 27 June 2022 at 11 a.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the AGM, you are advised to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

This circular is in English and Chinese versions. In case of any inconsistency, the English version shall prevail.

24 May 2022

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	— Particulars of Directors proposed for re-election . . . . . . . . .	8
Appendix II	— Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• “AGM”

• the annual general meeting of the Company to be held at Units 2 & 3, 1/F, Sunray Industrial Centre, 610 Cha Kwo Ling Road, Yau Tong, Kowloon, Hong Kong on Monday, 27 June 2022 at 11 a.m., notice of which is set on pages 16 to 20 of this circular, and any adjournment thereof

• “Articles of Association” the articles of association of the Company

• “Board” the board of Directors of the Company

• “Company”

• Winox Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 6838)

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HKD” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate” a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to allot, issue and deal with an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares as at the date of passing of the relevant resolution

• “Latest Practicable Date”

• 13 May 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum of Association”

the memorandum of association of the Company

• “Nomination Committee”

the nomination committee of the Company

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DEFINITIONS

• “Remuneration Committee”

“Repurchase Mandate”

“SFO”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• “Takeovers Code”

the remuneration committee of the Company

a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares as at the date of passing of the relevant resolution

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

share(s) with nominal value of HKD0.10 each in the share capital of the Company

registered holder(s) of the Shares

• The Stock Exchange of Hong Kong Limited

• the Codes on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission of Hong Kong

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LETTER FROM THE BOARD

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WINOX HOLDINGS LIMITED 盈利時控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6838)

Executive Directors: Yiu Hon Ming (Chairman) Yiu Tat Sing (Deputy Chairman) Li Chin Keung (Managing Director) Law Wai Ping Chau Kam Wing Donald (Finance Director) Yiu Ho Ting

Independent Non-Executive Directors: Au Wai Ming Carson Wen Wong Lung Tak Patrick Wu Ming Lam

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

Headquarter and principal place of business in Hong Kong: Units 2 & 3, 1/F Sunray Industrial Centre 610 Cha Kwo Ling Road, Yau Tong Kowloon, Hong Kong

24 May 2022

Dear Shareholders,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with notice of the AGM, and information on matters to be dealt with at the AGM, inter alia:

• (a) re-election of retiring Directors; and

• (b) grant of Issue Mandate and Repurchase Mandate to Directors, and the extension of the Issue Mandate to Directors by the addition of the number of Shares repurchased pursuant to the Repurchase Mandate.

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 84 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself/herself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Directors appointed by the Board pursuant to article 83(3) of the Articles of Association (to fill a causal vacancy or as an addition to the existing Board) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Mr. Li Chin Keung, Ms. Yiu Ho Ting, Mr. Au Wai Ming and Professor Wong Lung Tak Patrick will retire by rotation at the AGM in accordance with article 84 of the Articles of Association and, being eligible, have offered themselves for re-election at the AGM.

The re-appointment of retiring Directors has been reviewed by the Nomination Committee which made recommendations to the Board that the re-election be proposed for Shareholders’ approval at the AGM. Mr. Au Wai Ming, who is a member and was present at the meeting of the Nomination Committee, abstained from voting at the meeting of the Nomination Committee when his independence and nomination were being considered. Professor Wong Lung Tak Patrick, who is a member and was present at the meeting of the Nomination Committee, abstained from voting at the meeting of the Nomination Committee when his independence and nomination were being considered.

The Nomination Committee has reviewed the structure, size, composition and diversity of the Board by taking into account the nomination policy of the Company and the objective criteria (including without limitation, gender, age, cultural background, reputation for integrity, educational background, professional experience, skills, knowledge and length of service) set out in it, and made recommendations to the Board that the re-election of the retiring Directors be proposed for Shareholders’ approval at the AGM.

The Board is of the view that Mr. Au Wai Ming has made positive contributions to the Company’s strategy, policies and performance with his independent advice, comments, judgment from the perspective of his strong background in corporate development and management coupled with his general understanding of business of the Group during his tenure as an Independent Non-Executive Director. During the tenure of his office, Mr. Au had performed his duties as Independent Non-Executive Director to the

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LETTER FROM THE BOARD

satisfaction of the Board. The Board also considers that he will continue to contribute to the diversity of the Board, in particular, with his rich experience in corporate development and management.

The Board is of the view that Professor Wong Lung Tak Patrick has made positive contributions to the Company’s strategy, policies and performance with his independent advice, comments, judgment from the perspective of his strong background in accountancy and auditing coupled with his general understanding of business of the Group during his tenure as an Independent Non-Executive Director. During the tenure of his office, Professor Wong had performed his duties as Independent Non-Executive Director to the satisfaction of the Board. The Board also considers that he will continue to contribute to the diversity of the Board, in particular, with his expertise in taxation, auditing, corporate governance, risk management and financial management.

According to Code Provision B.2.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, any further appointment of independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by shareholders. Professor Wong had been an Independent Non-Executive Director for more than nine years. Notwithstanding that Professor Wong has served as an Independent Non-Executive Director for more than nine years, Professor Wong does not have any management role in the Group and he has demonstrated his willingness to exercise independent judgment and has been giving objective views to the Company. There is no evidence that length of tenure is having an adverse impact on his independence. The Board is satisfied that, as well proven by the valuable independent judgment and advice given by Professor Wong over the years, Professor Wong has the required character, integrity, independence and experience to fulfill the role of an Independent Non-Executive Director. The Board is not aware of any circumstances that might influence Professor Wong in exercising his independent judgment.

Besides, Mr. Au and Professor Wong has provided an annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Board is of the view that Mr. Au and Professor Wong meet the independence guidelines as set out in Rule 3.13 of the Listing Rules and should be re-elected for a further term at the AGM.

Particulars of the retiring Directors are set out in Appendix I to this circular.

3. ISSUE MANDATE AND REPURCHASE MANDATE

Pursuant to the ordinary resolutions passed at the Company’s annual general meeting held on 31 May 2021, Directors were granted (i) a general and unconditional mandate to exercise their powers to allot, issue and deal with an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares as at 31 May 2021; (ii) a general and unconditional mandate to repurchase an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares as at 31 May 2021; and (iii) the power to extend the general mandate mentioned in (i) above by an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares mentioned in (ii) above.

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LETTER FROM THE BOARD

These general mandates will expire at the conclusion of the AGM. In order to provide continuous flexibility to the Directors, resolutions will be proposed at the AGM to seek the approval of Shareholders to renew these mandates.

(a) Issue Mandate

At the AGM, an ordinary resolution (Ordinary Resolution No. 5 set out in the notice of AGM) will be proposed to grant a new general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue and deal with, at any time during the Relevant Period (as defined in Ordinary Resolution No. 5(d) in the notice of AGM), an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares on the date of passing of Ordinary Resolution No. 5.

As at the Latest Practicable Date, the total number of Shares in issue was 600,000,000 Shares. Subject to the passing of the proposed resolution for approving the Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed to issue up to a limit of 60,000,000 Shares under the Issue Mandate.

(b) Repurchase Mandate

At the AGM, an ordinary resolution (Ordinary Resolution No. 6 set out in the notice of AGM) will be proposed to grant a new general and unconditional mandate to the Directors to exercise the power of the Company to repurchase, at any time during the Relevant Period (as defined in Ordinary Resolution No. 6(c) in the notice of AGM), an aggregate number of Shares of up to a maximum of 10% of the number of issued Shares on the date of passing of Ordinary Resolution No. 6. An explanatory statement setting out the information regarding the Repurchase Mandate as required under the Listing Rules is set out in Appendix II to this circular.

As at the Latest Practicable Date, the total number of Shares in issue was 600,000,000 Shares. Subject to the passing of the proposed resolution for approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed to repurchase up to a limit of 60,000,000 Shares under the Repurchase Mandate.

(c) Extend the Issue Mandate

An ordinary resolution (Ordinary Resolution No. 7 set out in the notice of AGM) will be proposed to extend the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING

The AGM will be held at Units 2 & 3, 1/F, Sunray Industrial Centre, 610 Cha Kwo Ling Road, Yau Tong, Kowloon, Hong Kong on Monday, 27 June 2022 at 11 a.m.

The notice of AGM is set out on pages 16 to 20 of this circular. Shareholders are advised to read the notice of AGM, and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of AGM shall be decided by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement of the poll results of the AGM will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

Directors believe that the re-election of retiring Directors, and the granting of the Issue Mandate and Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, Directors recommend Shareholders to vote in favour of all ordinary resolutions proposed at the AGM.

6. RESPONSIBILITY STATEMENT

This circular contains particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully For and on behalf of the Board Yiu Hon Ming Chairman

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

LI CHIN KEUNG

Mr. Li Chin Keung (“Mr. Li”) , aged 53, was appointed as an Executive Director of the Company on 24 March 2015 and the Managing Director of the Company on 15 June 2020. He has been the general manager of Winox Enterprise Company Limited (“Winox Enterprise”) and Winox Watch Manufactory (Dongguan) Limited (“Winox Watch”), both being wholly-owned subsidiaries of the Company, since July 2010, in charge of overall management of the Group. Mr. Li is also the general manager of Winox Management Limited, Bo Luo Ming Fung Kitchen Appliance Manufacturing Limited, Huizhou Fengcai Precious Metal Manufacturing Limited and Shengfeng Precision Manufacturing (Huizhou) Company Limited, all being wholly-owned subsidiaries of the Company. He is also a director and the general manager of Fengda Precision Technology (Dongguan) Company Limited, Yingtai Precision Manufacturing Technology (Dongguan) Company Limited, Winox Precision Manufacturing Technology (HuiZhou) Company Limited and Yingdafeng Precision Manufacturing Technology (Dongguan) Company Limited, all being wholly-owned subsidiaries of the Company.

Mr. Li joined Stelux Industries Limited in 1991 and held various positions during his tenure there including computer programmer, production material control manager, manager of sales department, assistant general manager and assistant manager of logistics department. Mr. Li joined the Group in 1999 and was responsible for the production and administrative work of the Group. He was the deputy general manager of Winox Manufacturing Company Limited for the period from October 1999 to March 2005. Mr. Li took the position of sales manager from April 2005 to December 2007, and was responsible for the European jewellery and related accessories markets and successfully opened up the European leading brand market for the Company.

Mr. Li was then transferred to Winox Enterprise as a sales manager from January 2008 to August 2008. During the period from August 2008 and June 2010, Mr. Li was appointed as an assistant general manager of Winox Enterprise. In July 2010, he was promoted to the general manager of Winox Enterprise and Winox Watch. Mr. Li graduated from The Hong Kong Polytechnic University with a Diploma in Industrial and Operations Management in November 1998 and is the holder of a Diploma in Computing Studies (Technical Applications) awarded by the Chai Wan Technical Institute of the Vocational Training Council in September 1991. In the three years preceding the Latest Practicable Date, Mr. Li did not hold any directorship in any other listed companies.

Mr. Li has entered into an appointment letter with the Company for a term of 3 years and a service contract with two subsidiaries of the Company respectively. He is subject to the relevant provisions for retirement and re-election in accordance with article 84 of the Articles of Association. Pursuant to the appointment letter and service contracts, Mr. Li is entitled to receive a director’s fee of HKD180,000 per annum, a basic salary of HKD780,000 per annum, a discretionary bonus and other non-cash benefits, which was recommended by the Remuneration Committee and determined by the Board by reference to her duties and responsibilities within the Group, the prevailing market conditions and the performance of the Group. Mr. Li received a total emolument of HKD1,510,000 (including a discretionary bonus of HKD550,000) from the Group for being an Executive Director and other positions of the Group for the year ended 31 December 2021.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Li’s wife, Ms. Cheung Wing Yan (“Ms. Cheung”), is directly interested in 964,800 Shares. By virtue of the SFO, Mr. Li is deemed to be interested in the same block of Shares in which Ms. Cheung is interested. Mr. Li is also the legal and beneficial owner of approximately 8.82% of the entire issued share capital of Winholme Holdings Limited, which in turn is directly interested in 51,000,000 Shares, representing 8.5% of the entire issued share capital of the Company. Mr. Li does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company. Save as disclosed above, there is no information relating to Mr. Li that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of Shareholders.

YIU HO TING

Ms. Yiu Ho Ting (“Ms. Yiu”) , aged 36, was appointed as an Executive Director of the Company on 24 March 2015. She graduated from the Imperial College London, the United Kingdom and obtained a Master’s degree in Mechanical Engineering. Ms. Yiu joined the Group in 2011. Currently, she serves as a manager of human resources and administration department and is mainly responsible for the human resources and internal operations management of the Group. Before joining the Group, she worked in a real estate company for two years, in charge of the internal operations management. In the three years preceding the Latest Practicable Date, Ms. Yiu did not hold any directorship in any other listed companies.

Ms. Yiu has entered into an appointment letter with the Company for a term of 3 years and a service contract with two subsidiaries of the Company respectively. She is subject to the relevant provisions for retirement and re-election as Director in accordance with article 84 of the Articles of Association. Pursuant to the appointment letter and service contracts, Ms. Yiu is entitled to receive a director’s fee of HKD180,000 per annum, a basic salary of HKD300,000 per annum, a discretionary bonus at the discretion of the Board and other non-cash benefits, which was recommended by the Remuneration Committee and determined by the Board by reference to her duties and responsibilities within the Group, the prevailing market conditions and the performance of the Group. Ms. Yiu received a total emolument of HKD498,000 (including a discretionary bonus of HKD17,000) from the Group for being an Executive Director and other positions in the Group for the year ended 31 December 2021.

As at the Latest Practicable Date, Ms. Yiu is interested in 6,909,600 Shares within the meaning of Part XV of the SFO, representing 1.15% of the entire issued share capital of the Company in which Ms. Yiu is directly and beneficially interested in 5,688,000 Shares, while her husband, Mr. Cheung Justin Chi Yen (“Mr. Cheung”), is directly interested in 1,221,600 Shares. By virtue of the SFO, Ms. Yiu is deemed to be interested in the same block of Shares in which Mr. Cheung is interested. Ms. Yiu is the daughter of Mr. Yiu Hon Ming, the Chairman of the Board and an Executive Director of the Company, and Ms. Law Wai Ping, an Executive Director of the Company, and sister of Mr. Yiu Tat Sing, an Executive Director of the Company. Mr. Yiu Hon Ming and Ms. Law Wai Ping are also the controlling Shareholders of the Company. Save as disclosed above, there is no information relating to Ms. Yiu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of Shareholders.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

AU WAI MING

Mr. Au Wai Ming (“Mr. Au”) , aged 75, is an Independent Non-Executive Director of the Company. Mr. Au was appointed as a Director of the Company on 11 March 2011 and was re-designated from a Non-Executive Director to an Independent Non-Executive Director on 26 March 2019. He resigned as the Deputy Chairman of the Board on 15 June 2020. Mr. Au pursued his studies at Harbin Institute of Engineering (哈爾濱工程學院) and was graduated in August 1970. Mr. Au has about 40 years of experience in corporate development and management. He has worked for Guangdong Yuehai Property Group (廣 東粵海地產集團) as well as Hutchison Whampoa Properties Limited. He had been an executive director of Guangdong Investment Limited for 10 years and was the former chairman and managing director of Kingway Brewery Holdings Limited, both companies are listed on the Main Board of the Stock Exchange. Mr. Au has extensive experience in property development and management and he has participated in the planning and development of certain well-known property projects such as Guangzhou Riverside Garden, Teem Plaza, Cape Coral and The Riverside. Mr. Au was an independent director of Rainbow Department Store Company Limited, the shares of which are listed on the Shenzhen Stock Exchange, from September 2013 to September 2019. Save as disclosed above, Mr. Au did not hold any directorship in any other listed companies in the three years preceding the Latest Practicable Date.

Mr. Au has entered into an appointment letter with the Company for a term of three years. He is subject to the relevant provisions for retirement and re-election in accordance with article 84 of the Articles of Association. Pursuant to the appointment letter, Mr. Au is entitled to a director’s fee of HKD180,000 per annum. His emolument was recommended by the Remuneration Committee and determined by the Board by reference to his duties and responsibilities within the Company, the prevailing market conditions and the performance of the Group. Mr. Au received a total emolument of HKD180,000 for being an Independent Non-Executive Director for the year ended 31 December 2021.

As at the Latest Practicable Date, Mr. Au is interested in 4,531,200 Shares within the meaning of Part XV of the SFO, representing 0.76% of the entire issued share capital of the Company. Mr. Au does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there is no information relating to Mr. Au that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

PROFESSOR WONG LUNG TAK PATRICK

Professor Wong Lung Tak Patrick (“Professor Wong”) , BBS, JP, aged 74, was appointed as an Independent Non-Executive Director of the Company on 24 June 2011. Professor Wong is a Certified Public Accountant (Practising) in Hong Kong, a Chartered Secretary and a Certified Tax Advisor (Hong Kong) and the Managing Practising Director of Patrick Wong CPA Limited. He has over 50 years experience in the accountancy profession. Professor Wong holds a Doctor of Philosophy degree in Business. He was awarded a Badge of Honour by the Queen of England in 1993. He has been appointed a Justice of the Peace in 1998 and was awarded a Bronze Bauhinia Star in 2010 by the Government of the Hong Kong Special Administrative Region. He was appointed Adjunct Professor, School of Accounting and Finance of The Hong Kong Polytechnic University from 2002 to 2013. Professor Wong is currently an independent non-executive director of Galaxy Entertainment Group Limited, C C Land Holdings Limited, Water Oasis Group Limited and Sino Oil and Gas Holdings Limited, all of which are companies listed on the Main Board of the Stock Exchange. Professor Wong was an independent non-executive director of Li Bao Ge Group Limited, which is listed on the Main Board of the Stock Exchange, from June 2016 to January 2022. He was an independent non-executive director of BAIC Motor Corporation Limited, which is listed on the Main Board of the Stock Exchange, from December 2014 to March 2021. Save as disclosed above, Professor Wong did not hold any directorship in any other listed companies in the three years preceding the Latest Practicable Date.

Professor Wong has entered into an appointment letter with the Company for a term of three years. He is subject to the relevant provisions for retirement and re-election in accordance with article 84 of the Articles of Association. Pursuant to the appointment letter, Professor Wong is entitled to a director’s fee of HKD180,000 per annum. His emolument was recommended by the Remuneration Committee and determined by the Board by reference to his duties and responsibilities within the Company, the prevailing market conditions and the performance of the Group. Professor Wong received a total emolument of HKD180,000 for being an Independent Non-Executive Director for the year ended 31 December 2021.

As at the Latest Practicable Date, Professor Wong is not interested in any Shares within the meaning of Part XV of the SFO, nor does he have any relationship with any Directors, senior management, or substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there is no information relating to Professor Wong that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT

This explanatory statement contains the information required to be sent to Shareholders pursuant to Rule 10.06(1)(b) of the Listing Rules concerning the repurchase by the Company of its own Shares.

(1) EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 600,000,000 Shares in issue as at the Latest Practicable Date, would result in a maximum of 60,000,000 Shares (which are fully paid and represent 10% of the Shares in issue) being repurchased by the Company during the period prior to 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 Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company.

The total number of Shares which the Company is authorised to repurchase its Shares representing a maximum of 10% of the number of issued Shares at the date of the resolution granting the Repurchase Mandate. A company may not issue or announce an issue of new shares for a period of 30 days immediately following a repurchase of securities (other than an issue of securities pursuant to an exercise of warrants, share options or similar instruments requiring the company to issue securities which were outstanding prior to such repurchase) without the prior approval of the Stock Exchange. The Listing Rules also prohibit a company from making repurchases of its own securities on the Stock Exchange if the repurchase would result in the number of the company’s listed securities which are in the hands of the public falling below the relevant prescribed minimum percentage as required by the Stock Exchange, which is currently 25% in the case of the Company.

The Listing Rules further prohibit a company from purchasing its own shares on the Stock Exchange if the purchase price is higher by 5% or more than the average closing market price for the five preceding trading days on which its shares are traded on the Stock Exchange or for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange prevailing from time to time.

The Company shall procure that any broker appointed by it to effect the purchase of its securities to disclose to the Stock Exchange such information with respect to purchases made on behalf of the Company as the Stock Exchange may request.

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APPENDIX II

EXPLANATORY STATEMENT

(2) REASONS FOR THE REPURCHASE

Although the Directors have no present intention to repurchase any Shares, the Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to seek a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

(3) FUNDING OF REPURCHASE

At repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association, the Articles of Association and the applicable laws and regulations of the Cayman Islands. Pursuant to the Repurchase Mandate, repurchases will be made out of funds of the Company legally permitted to be utilised in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law of the Cayman Islands, out of capital of the Company and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law of the Cayman Islands, out of capital of the Company.

(4) IMPACT ON THE COMPANY

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2021) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

(5) DISCLOSURE OF INTEREST

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

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APPENDIX II

EXPLANATORY STATEMENT

(6) DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association and the applicable laws of the Cayman Islands.

(7) EFFECT OF TAKEOVERS CODE

If the proportionate interest of a Shareholder in the voting rights of the Company increases on exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interest, 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, the immediate controlling shareholder (as defined in the Listing Rules) of the Company, Ming Fung Investment Limited, was recorded in the registers required to be kept by the Company under section 336 of the SFO as interested in 396,000,000 Shares, representing 66% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Ming Fung Investment Limited and there is no other change to the issued share capital of the Company, the shareholding of Ming Fung Investment Limited in the Company will be increased to approximately 73.33% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate.

Accordingly, the Directors are not aware of the consequences which would give rise under the Takeovers Code as a result of exercising the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

(8) SHARE REPURCHASE MADE BY THE COMPANY

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

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APPENDIX II

EXPLANATORY STATEMENT

(9) CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly repurchasing securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or their respective close associates (as defined in the Listing Rules), and a core connected person shall not knowingly sell his securities to the company on the Stock Exchange. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

(10) SHARE PRICES

The monthly highest and lowest prices at which the Shares had traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HKD	HKD
2021
May	1.60	1.35
June	1.70	1.45
July	1.63	1.45
August	1.59	1.36
September	1.27	1.17
October	1.25	1.06
November	1.25	1.03
December	1.10	1.04
2022
January	1.10	0.97
February	1.06	1.02
March	0.98	0.88
April	0.91	0.83
May (up to the Latest Practicable)	0.87	0.84

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NOTICE OF ANNUAL GENERAL MEETING

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WINOX HOLDINGS LIMITED 盈利時控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6838)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Winox Holdings Limited (the “Company”) will be held at Units 2 & 3, 1/F, Sunray Industrial Centre, 610 Cha Kwo Ling Road, Yau Tong, Kowloon, Hong Kong on Monday, 27 June 2022 at 11 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements and the reports of directors (“Directors”) and auditor of the Company for the year ended 31 December 2021.

2. To approve and declare a final dividend of HK3 cents per ordinary share of the Company for the year ended 31 December 2021.

3. (a) To re-elect Mr. Li Chin Keung as director of the Company;

4. (b) To re-elect Ms. Yiu Ho Ting as director of the Company;

5. (c) To re-elect Mr. Au Wai Ming as director of the Company;

6. (d) To re-elect Professor Wong Lung Tak Patrick as director of the Company; and

7. (e) To authorise the board of Directors of the Company (“Board”) to fix the remuneration of Directors.

8. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

And as to special businesses, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to sub-paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with shares with nominal value of HKD0.10 each in the share capital of the Company (the “Shares”) and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in sub-paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the Shares in the capital of the Company to be issued either during or after the end of the Relevant Period;

4. (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined in this resolution); or (ii) the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into Shares; or (iii) the exercise of options granted by the Company under any option scheme or similar arrangement for the time being adopted for the grant to Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of rights to acquire Shares; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”); or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 10% of the number of issued Shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) 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; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

“Rights Issue” means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other securities) (subject in all cases 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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT :

2. (a) subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to repurchase Shares on 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 of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which the Company is authorised to repurchase pursuant to the approval in sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the number of issued Shares of the Company as at the date of passing of this resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (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; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution.”

• “ THAT conditional upon the passing of Ordinary Resolution No. 5 and No. 6 set out in the notice convening the AGM, the general mandate granted to the Directors to allot, issue and deal with any unissued Shares pursuant to Ordinary Resolution No. 5 be and is hereby extended by the addition to the aggregate number of Shares 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 number of Shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 6, provided that such extended amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this resolution.”

By Order of the Board Yiu Hon Ming Chairman

Hong Kong, 24 May 2022

Notes:

• (1) A shareholder entitled to attend and vote at the AGM (or at any adjournment thereof) may appoint one or more proxies to attend and vote in his place and such proxy need not be a shareholder of the Company.

• (2) To be valid, the form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed (or a notarially certified copy of such power of authority) must be delivered to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the AGM or any adjourned meeting (as the case may be). The appointment of a proxy will not preclude a shareholder from subsequently attending and voting at the AGM or any adjourned meeting if he so wishes. If a shareholder who has lodged a form of proxy attends the AGM, his form of proxy will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) In case of joint shareholders, 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 will be determined by the order in which the names stand in the Company’s register of members in respect of the joint holding.

• (4) The register of members of the Company will be closed and no transfer of shares will be registered from Wednesday, 22 June 2022 to Monday, 27 June 2022 (both days inclusive). In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 21 June 2022.

• (5) For the purpose of determining shareholders’ entitlements to the final dividend for the year ended 31 December 2021, the register of members of the Company will be closed from Monday, 4 July 2022 to Wednesday, 6 July 2022 (both days inclusive), during which no transfer of shares will be registered. In order to qualify for the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 30 June 2022.

• (6) In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon” announced by the Government is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the AGM, the AGM will be adjourned. The Company will post an announcement on the website of the Company (www.winox.com) and the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.

The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather conditions bearing in mind their own situation.

• (7) Subject to the development of the Covid-19 pandemic and the requirements or guidelines of the Government and/or regulatory authorities, the Company may announce further updates on the AGM arrangement on the website of the Company (www.winox.com) and the website of the Stock Exchange (www.hkexnews.hk) as and when appropriate.

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