Winto Group (Holdings) Limited — Proxy Solicitation & Information Statement 2024

Nov 22, 2024

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 licensed securities dealer, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Winto Group (Holdings) Limited (the “ Company ”), you should at once hand this circular and accompanying form of proxy to the purchaser or 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

WINTO GROUP (HOLDINGS) LIMITED 惠陶集團（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8238)

(1) PROPOSED SHARE CONSOLIDATION; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at 10:30 a.m. on Tuesday, 10 December 2024, at Unit No. 16, 28/F, One Midtown, 11 Hoi Shing Road Tsuen Wan, New Territories, Hong Kong or its adjournment to approve matters referred to this circular is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed with this circular.

Whether or not you are intend to attend and vote at the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

22 November 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Pages
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

• “Announcement”

• the announcement of the Company dated 12 November 2024 in relation to the Share Consolidation

“associate” has the same meaning ascribed to it under the GEM Listing Rules

• “Board”

the board of Directors

• “Business Day”

• a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “CCASS Operational Procedures”

• “Company”

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures, and administrative requirements relating to operations and functions of CCASS, as from time to time Winto Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• “Consolidated Share(s)”

• the ordinary share(s) of par value HK$0.2 each in the share capital of the Company upon the Share Consolidation becoming effective, whether issued or unissued

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

• “EGM” or “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be convened on Tuesday, 10 December 2024 (or any adjournment thereof) for the purpose of considering and, if thought fit, approving, among other things, the Share Consolidation

– 1 –

DEFINITIONS

“Existing Share(s)” the ordinary share(s) of par value HK$0.02 each in the share capital of the Company before the Share Consolidation becoming effective, whether issued or unissued “GEM” GEM operated by the Stock Exchange “GEM Listing Committee” the GEM listing sub-committee of the board of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 19 November 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Memorandum and Articles” the memorandum and articles of association of the Company, as amended, restated or supplemented from time to time “PRC” the People’s Republic of China “Share(s)” the Existing Share(s) and/or the Consolidated Share(s), as the case may be “Share Consolidation” the consolidation of every ten (10) issued and unissued Existing Shares of HK$0.02 each into one (1) Consolidated Share of HK$0.2 each “Shareholder(s)” the holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Stock Exchange” “%”

The Stock Exchange of Hong Kong Limited per cent

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and satisfaction of the conditions to the Share Consolidation and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

Save where otherwise specified, all times and dates in this circular refer to Hong Kong local times and dates.

Events	Hong Kong Date and Time
Latest date and time for lodging transfer documents in
order to qualify for attending and voting at EGM . . . . . . .	. . . . . . . . . . . . . . . . . . 4:30 p.m. on
	Wednesday, 4 December 2024
Closure of register of members of the Company for
determining the identity of the Shareholders entitled
to attend and vote at the EGM (both days inclusive) . . . . . . . . Thursday, 5 December 2024 to
	Tuesday, 10 December 2024
Latest time for lodging proxy forms for the EGM
(not less than 48 hours prior to the time of the EGM) . . .	. . . . . . . . . . . . . . . . . 10:30 a.m. on
	Sunday, 8 December 2024
Record date for determining attendance and voting at
the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 December 2024
Expected date and time of EGM to approve the
Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 10:30 a.m. on
	Tuesday, 10 December 2024
Announcement of the poll result of the EGM. . . . . . . . . . . . . . . . . . Tuesday, 10 December 2024
Register of members of the Company re-opens . . . . . . . . . . . . . . Wednesday, 11 December 2024

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EXPECTED TIMETABLE

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation:

Events	Hong Kong Date and Time
Effective date of the Share Consolidation . . . . . . . . . . . . . . . .	. . . . Thursday, 12 December 2024
First day of free exchange of existing share certificates
into new share certificates for Consolidated Shares . . . . . .	. . . . Thursday, 12 December 2024
Dealings in Consolidated Shares commence . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Thursday, 12 December 2024
Original counter for trading in Shares in board lots of
10,000 Existing Shares (in the form of existing
share certificates) temporarily closes . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Thursday, 12 December 2024
Temporary counter for trading in Consolidated Shares in
temporary board lot of 800 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . .	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Thursday, 12 December 2024
Original counter for trading in Consolidated Shares in
board lot of 8,000 Consolidated Shares (in the form
of new share certificates for Consolidated Shares) re-opens	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 30 December 2024
Parallel trading in the Shares and Consolidated
Shares (in the form of existing share certificates
and new share certificates) commences . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 30 December 2024
Designated broker starts to stand in the market to
provide matching services for sale and purchase of
odd lots of Consolidated Shares. . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 30 December 2024
Designated broker ceases to stand in the market to
provide matching services for sale and purchase of
odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . 4:00 p.m. on
	Monday, 20 January 2025

– 5 –

EXPECTED TIMETABLE

Events

Hong Kong Date and Time

• Temporary counter for trading in Consolidated Shares in temporary board lot of 800 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 20 January 2025

Parallel trading in Consolidated Shares (in the form of new share certificates for Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 20 January 2025

• Last day for free exchange of existing share certificates into new share certificates for Consolidated Shares . . . . . . . . . . . Wednesday, 22 January 2025

– 6 –

LETTER FROM THE BOARD

WINTO GROUP (HOLDINGS) LIMITED 惠陶集團（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8238)

Executive Directors: Mr. Lui Man Wah Mr. Hung Yuen Kin Mr. Wong Yuk

Independent Non-executive Directors: Ms. Wong Chi Ling Mr. Lin Zexin Ms. Liu Xiaomin

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head Office and Principal Place of Business:

Unit No. 16, 28/F One Midtown 11 Hoi Shing Road Tsuen Wan, New Territories Hong Kong

22 November 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in relation to, among other things, the Share Consolidation. The purpose of this circular is to provide you with, among other things, (i) further details of the Share Consolidation; and (ii) a notice convening the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation pursuant to which every ten (10) issued and unissued Existing Shares of HK$0.02 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.2 each in the share capital of the Company. The Share Consolidation is conditional upon, among other things, the approval by the Shareholders by way of poll at the EGM. As none of the Shareholders or their associates

– 7 –

LETTER FROM THE BOARD

would have a material interest in the Share Consolidation, no Shareholder would be required to abstain from voting in favour of the resolution(s) relating to the Share Consolidation at the EGM.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution(s) by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands and Hong Kong (where applicable), and the GEM Listing Rules to effect the Share Consolidation; and

• (iii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares arising from the Share Consolidation.

As at the Latest Practicable Date, none of the conditions above had been fulfilled. Subject to the fulfilment of the conditions above, the Share Consolidation will become effective on Thursday, 12 December 2024.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 5,000,000,000 Existing Shares of HK$0.02 each, of which 746,496,000 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$100,000,000 divided into 500,000,000 Consolidated Shares of HK$0.2 each, of which 74,649,600 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s articles of association. No fractional Consolidated Shares arising from the Share Consolidation, if any, will be issued by the Company to the Shareholders. Any fractional entitlements of Consolidated Shares will be aggregated, and if possible, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Other than the relevant expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares which may arise and the necessary professional expenses for the implementation of the Share Consolidation.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company does not have derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares.

BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares were traded on the Stock Exchange in the board lot size of 8,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will continue to be 8,000 Consolidated Shares. Based on the closing price of HK$0.041 per Existing Share (equivalent to the theoretical closing price of HK$0.41 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the value of each existing board lot of the Existing Shares is HK$328 and the estimated theoretical value of each board lot of the Consolidated Shares would be HK$3,280 assuming that the Share Consolidation becomes effective.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the share approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the listed issuer to either change the trading method or to proceed with a consolidation or splitting of the Existing Shares. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 (and updated in June 2024) has further stated that (i) market price of the share at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account that the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

In view of the prevailing trading price of the Shares at a level below HK$0.1 and the value per board lot being substantially less than HK$2,000, the Board considers that upon the Share Consolidation becoming effective, based on the closing price of HK$0.041 per Existing Share as at the Latest Practicable Date, the theoretical share price of the Company would be adjusted to HK$0.41 per Consolidated Share; and with a board lot size of 8,000 Consolidated Shares, the theoretical new board lot value would be HK$3,280, which would enable the Company to comply with the trading requirements under the GEM Listing Rules. Further, it is expected that the Share Consolidation will increase the nominal value of the Shares. Accordingly, the Share Consolidation will bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange, which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. As a result, the Share Consolidation would not only enable the Company to comply with the trading requirements under the GEM Listing Rules, but would also attract more investors and hence broaden the Shareholder base.

– 9 –

LETTER FROM THE BOARD

The Share Consolidation will not have any material adverse effect on the financial position of the Company nor result in change in the relative rights of the Shareholders and are in the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, save for the Share Consolidation, the Company has no intention to carry out other corporate action or arrangement, including share consolidation, share sub-division and capital reduction, in the next 12 months, which may have an effect of undermining or negating the intended purpose of the Share Consolidation.

Saved for the placing of new shares under general mandate as disclosed in the announcement of the Company dated 8 November 2024, the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, in the event there is any change to the business environment and/or financial position of the Group due to unforeseeable circumstances, and the Company is required to conduct further fund raising exercises when suitable opportunities arise in order to support future development of the Group, the Company will publish further announcement(s) in compliance with the GEM Listing Rules as and when appropriate.

OTHER ARRANGEMENTS

Exchange of share certificates for the Consolidated Shares

Subject to the Share Consolidation having become effective, Shareholders may, during the specified period from Thursday, 12 December 2024 to Wednesday, 22 January 2025 (both days inclusive), submit the existing share certificates for the Existing Shares to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange, at the expense of the Company, for new share certificates for the Consolidated Shares. Thereafter, existing share certificates for Existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for Consolidated Shares at the expense of the Shareholders on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each existing share certificate cancelled or each new share certificate issued for Consolidated Shares (whichever is higher) but are not acceptable for trading, settlement and registration purposes.

The new share certificates for the Consolidated Shares will be issued in yellow colour in order to distinguish them from the existing share certificates in orange colour.

Application for listing of the Consolidated Shares

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

– 10 –

LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC. None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, a designated broker will be appointed by the Company to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lots arrangement, is recommended to consult his/her/its own professional advisers. The Company has appointed Imperium International Securities Limited as an agent to provide matching services on a best-efforts basis regarding the sale and purchase of odd lots of the Consolidated Shares from 9:00 a.m. on Monday, 30 December 2024 to 4:00 p.m. on Monday, 20 January 2025 (both days inclusive). Shareholders who wish to take advantage of this service should contact the dealing department of Imperium International Securities Limited at dealing.securities@imperiumhk.com or at telephone number: (852) 3585 8988 during office hours (i.e. 9:00 a.m. to 4:00 p.m.) of such period.

Shareholders or potential investors of the Company should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.

– 11 –

LETTER FROM THE BOARD

OTHER CORPORATE ACTIONS AND FUND-RAISING ACTIVITIES IN THE NEXT TWELVE MONTHS

As at the Latest Practicable Date, the Company has no plan or intention to carry out any further corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. Nevertheless, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund-raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information regarding 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.

EGM

The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, resolutions will be proposed to approve the Share Consolidation. Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. As such, all resolutions set out in the notice of the EGM will be voted on by way of poll.

A form of proxy for use at the EGM is sent to you with this circular. Whether or not you are able to attend the EGM, you are requested to complete 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the EGM.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 5 December 2024 to Tuesday, 10 December 2024, both days inclusive, during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of Share(s) accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Wednesday, 4 December 2024.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Shareholders and potential investors of the Company should note that the Share Consolidation is subject to the satisfaction of certain conditions precedent and therefore may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

By order of the Board Winto Group (Holdings) Limited Lui Man Wah

Chairman and Executive Director

– 13 –

NOTICE OF EGM

WINTO GROUP (HOLDINGS) LIMITED 惠陶集團（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8238)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Winto Group (Holdings) Limited (the “ Company ”, together with its subsidiaries as the “ Group ”) will be held at Unit No. 16, 28/F, One Midtown, 11 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Tuesday, 10 December 2024 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution of the Company:

Unless otherwise specified, capitalised terms defined in the circular dated 22 November 2024 issued by the Company (the “ Circular ”) shall have the same meanings when used herein.

ORDINARY RESOLUTION

1. “ THAT subject to the satisfaction of the conditions set out in the letter from the board under the heading “Conditions of the Share Consolidation” in the Circular, with effect from the second Business Day immediately following the date on which this resolution is passed, being a day on which the shares of the Company are traded on the Stock Exchange:

2. (a) every ten (10) issued and unissued shares of par value of HK$0.02 each (“ Existing Share(s) ”) in the share capital of the Company be consolidated into one (1) share of par value of HK$0.2 each (the “ Consolidated Share(s) ”), and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company (the “ Share Consolidation ”);

3. (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the Board may think fit; and

– EGM-1 –

NOTICE OF EGM

• (c) any one of the Directors be and is hereby authorised generally to do all such acts and things and sign, execute, and deliver all such documents, which are ancillary to the Share Consolidation on behalf of the Company, including under seal where applicable, as he/she may consider necessary, desirable, or expedient to give effect to, implement and complete the Share Consolidation and the transactions contemplated thereunder.”

By order of the Board Winto Group (Holdings) Limited Lui Man Wah Chairman and Executive officer

Hong Kong, 22 November 2024

Notes:

1. Any Shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. A proxy so appointed shall be entitled to exercise the same powers on behalf of such Shareholder.

2. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, at the branch share registrar and transfer office of the Company 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 for holding any adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any Share, any one of such persons may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

5. In compliance with the GEM Listing Rules, all resolutions to be proposed at the Meeting convened by this notice will be voted on by way of poll.

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

As at the date of this notice, the Board comprises Mr. Lui Man Wah, Mr. Hung Yuen Kin and Mr. Wong Yuk as executive Directors and Ms. Wong Chi Ling, Mr. Lin Zexin and Ms. Liu Xiaomin as independent non-executive Directors.

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NOTICE OF EGM

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this notice 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 notice misleading.

This notice will remain on the “Latest Company Announcements” page of the Stock Exchange website at http://www.hkexnews.hk for at least 7 days from the date of its posting and be posted and remains on the website of the Company at http://www.wintogroup.hk.

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