WLS Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 1, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WLS Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WLS Holdings Limited

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8021)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

A letter from the board of directors of WLS Holdings Limited is set out on pages 3 to 5 of this circular. A notice convening the extraordinary general meeting of WLS Holdings Limited to be held at Rooms 1001-1006, 10th Floor, Southmark, No. 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on Monday, 21 April 2008 at 2:30 p.m. is set out on pages 6 to 7 of this circular. A form of proxy is also enclosed.

Whether or not you are able to attend the said meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for holding the said meeting or any adjournment thereof to the principal office of WLS Holdings Limited in Hong Kong at Rooms 601-603 & 605, Southmark, No. 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting at the said meeting should you so desire.

* for identification purpose only

1 April 2008

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, 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. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

			Page
Definitions . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			2
Letter from the Board
1.	Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed increase in authorised share capital . . . . . . . . . . . . . . . . . . . . . . .		4
3.	Fund raising	during the past 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EGM . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Procedure to	demand a poll at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Notice of EGM . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

• “Articles of Association”

• the articles of association of the Company

• “Board” the board of Directors

• “Capital Increase” the proposal to increase the authorised share capital of the Company from HK$8,000,000 divided into 800,000,000 Shares of HK$0.01 each to HK$20,000,000 divided into 2,000,000,000 Shares of HK$0.01 each by the creation of an additional 1,200,000,000 Shares of HK$0.01 each

• “Company”

• WLS Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on GEM

• “Directors”

• the directors of the Company

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

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

• “Latest Practicable Date”

• 27 March 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Offer Share(s)”

• not less than 145,568,538 and not more than 147,456,038 new Shares to be issued pursuant to the Open Offer

• “Open Offer” the proposed offer of the Offer Shares on the basis of one Offer Share for every four existing Shares as announced by the Company on 13 March 2008

• “EGM”

• the extraordinary general meeting of the Company to be held on 21 April 2008 to approve the Capital Increase

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)”

holder(s) of the Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent

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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility for the accuracy and completeness of the information contained herein, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

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LETTER FROM THE BOARD

WLS Holdings Limited

*

(incorporated in the Cayman Islands with limited liability) (Stock Code: 8021)

Executive Directors: Mr. So Yu Shing Mr. Ip Ping Hong, Antony Mr. Kong Kam Wang Ms. Lai Yuen Mei, Rebecca Mr. Woo Siu Lun

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Non-executive Director: Mr. Hui Tung Wah

Independent non-executive Directors: Mr. Yeung Po Chin Mr. Lam Kwok Wing Dr. Fung Ka Shuen

Head office and principal place of business in Hong Kong: Rooms 601-603 and 605 Southmark No. 11 Yip Hing Street Wong Chuk Hang Aberdeen Hong Kong 1 April 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

1. INTRODUCTION

The Company announced on 13 March 2008 that the Board proposed to increase the authorised share capital of the Company from HK$8,000,000 divided into 800,000,000 Shares to HK$20,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,200,000,000 Shares subject to the passing of an ordinary resolution by Shareholders at the EGM.

The purpose of this circular is to provide you with details in relation to the proposed Capital Increase and the notice of the EGM to approve the Capital Increase.

* for identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board wishes to propose an increase in the authorised share capital of the Company from HK$8,000,000 divided into 800,000,000 Shares to HK$20,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,200,000,000 Shares.

Reason for the Capital Increase

As at the Latest Practicable Date, the authorised share capital of the Company was HK$8,000,000 divided into 800,000,000 Shares, of which 582,274,155 Shares have already been issued, representing approximately 72.8% of its existing authorised share capital. On 13 March 2008, the Company announced the Open Offer. Upon completion of the Open Offer, the total Shares in issue will be no less than 727,842,693, representing approximately 91.0% of its existing authorised share capital.

In order to provide the Company with greater flexibility and assist the Company in its future expansion by means of issuing Shares and fund-raising activities to capture potential investment opportunities in the future, as and when necessary, the Directors resolved to put forward the proposal for the Capital Increase at the EGM. The Directors consider that the Capital Increase is in the interests of the Company and the Shareholders as a whole.

3. FUND RAISING DURING THE PAST 12 MONTHS

			Intended use of
			proceeds as
Date of			stated in the
announcement	Event	Net proceeds	announcement	Actual use of proceeds
22 May 2007	Placing of 59	Approximately	To be used for	Approximately HK$7.5
	million existing	HK$11.5 million	working capital of	million for reduction of
	Shares and		the Group	bank borrowings and
	subscription of			approximately HK$4.0
	new Shares at			million for general and
	HK$0.20 per			administrative expenses
	Share			for the Group’s business
				operation
8 June 2007	Placing of 31	Approximately	To be used for	Approximately HK$4.2
	million existing	HK$7.2 million	working capital of	million for reduction of
	Shares and		the Group	bank borrowings and
	subscription of			approximately HK$3.0
	new Shares at			million for general and
	HK$0.238 per			administrative expenses
	Share			for the Group’s business
				operation

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LETTER FROM THE BOARD

4. EGM

An ordinary resolution to approve the proposed Capital Increase will be proposed at the EGM. A notice convening the EGM is set out on pages 6 to 7 of this circular.

A form of proxy is enclosed with this circular for use at the EGM. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM should you so desire.

5. PROCEDURE TO DEMAND A POLL AT THE EGM

Pursuant to article 80 of the articles of association of the Company, a resolution put to the vote at a general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

• (a) the Chairman of the meeting; or

• (b) at least five Shareholders present in person or by proxy and entitled to vote or who represent in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (c) any Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

6. RECOMMENDATION

The Directors consider that the Capital Increase is in the interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favour of the ordinary resolution in relation to the Capital Increase to be proposed at the EGM.

By Order of the Board WLS Holdings Limited So Yu Shing Chairman

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NOTICE OF EGM

WLS Holdings Limited

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8021)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of WLS Holdings Limited (“Company”) will be held at Rooms 1001-1006, 10th Floor Southmark, No. 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on Monday, 21 April 2008 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following ordinary resolution of the Company:

Ordinary Resolution

“ THAT the authorised share capital of the Company be increased from HK$8,000,000 divided into 800,000,000 shares of HK$0.01 each to HK$20,000,000 divided into 2,000,000,000 shares of HK$0.01 each by the creation of an additional 1,200,000,000 shares of HK$0.01 each.”

By Order of the Board WLS Holdings Limited So Yu Shing Chairman

Hong Kong, 1 April 2008

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Rooms 601-603 and 605 Southmark No. 11 Yip Hing Street Wong Chuk Hang Aberdeen Hong Kong

• for identification purpose only

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NOTICE OF EGM

Notes:

1. A form of proxy for use at the EGM is enclosed herewith.

2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more separate proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

4. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the principal office of the Company in Hong Kong at Rooms 601-603 & 605, Southmark, No. 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the Shares shall be accepted to the exclusion of the votes of the other registered holders.

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