WLS Holdings Limited — Proxy Solicitation & Information Statement 2014

Aug 4, 2014

WLS Holdings Limited 滙隆控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8021)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (“Meeting”) of WLS Holdings Limited (“Company”) convened to be held at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on Thursday, 28 August 2014 at 3:00 p.m. (and any adjournment thereof)

I/We (Note a)

of

being the registered holder(s) of (Note b) shares of HK$0.01 each in the capital of the Company (“ Shares ”) (or such number of consolidated shares of HK$0.04 each in the capital of the Company (“ Consolidated Shares ”) adjusted on the basis that every four (4) Shares shall be consolidated into one (1) Consolidated Share (“ Share Consolidation ”) after the Share Consolidation becoming effective) hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy/proxies (Note c) at the Meeting to be held at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on Thursday, 28 August 2014 at 3:00 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy/proxies think(s) fit.

Please make a “✓” mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (Note d) .

	No.	SPECIAL RESOLUTIONS		FOR	AGAINST	AGAINST	AGAINST
	1.	To approve the change of domicile of the Company, the adoption of the
		memorandum of continuance and bye-laws of the Company and the
		fixing of the maximum number of directors of the Company as described
		in the circular of the Company dated 5 August 2014.
	2.	To approve the transfer to an account designated as the contributed
		surplus account of the Company credits arising from the	cancellation of
		the entire amount standing to the credit of the share premium account of
		the Company and that such designated contributed surplus account shall
		be the contributed surplus account of the Company within	the meaning of
		the Companies Act effective upon the change of domicile	as described in
		the circular of the Company dated 5 August 2014.

Dated the day of 2014

Shareholder’s signature (Notes e, f, g and h)

Notes:

(a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

(b) Whether or not the Share Consolidation has become effective when you deposit this form of proxy, please insert the number of Shares (instead of the number of Consolidated Shares) registered under your name(s). Where the Share Consolidation has become effective at the date of the Meeting, the number of Shares casted to the relevant resolutions will be automatically adjusted on the basis that every four (4) Shares shall be consolidated into one (1) Consolidated Share. Further details of the Share Consolidation are set out in the circular of the Company dated 4 August 2014. If no number of Shares is inserted, this form of proxy will be deemed to be casted to all the Shares (or such number of Consolidated Shares after the Share Consolidation becoming effective) registered in your name(s).

• (c) A proxy need not be a member of the Company. If you wish to appoint another person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as your proxy in the space provided.

(d) If this form returned is duly signed but without specific direction on one or more of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of such resolution(s). A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

(e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

(f) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

(g) To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (h) Any alteration made to this form should be initialled by the person who signed the form.

* For identification purposes only