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WLS Holdings Limited Proxy Solicitation & Information Statement 2014

Aug 4, 2014

51219_rns_2014-08-04_62ac6309-0013-4be1-bbee-9bdf79915473.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

WLS Holdings Limited 滙隆控股有限公司 *

(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 of WLS Holdings Limited (“ Company ”) will be held at 3:00 p.m. on Thursday, 28 August 2014 (“ Meeting ”) at Rooms 10011006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong to consider and, if thought fit, pass the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

1. “ THAT :

  • (a) subject to obtaining all necessary governmental and regulatory consents, the change of the domicile of the Company (“ Change of Domicile ”) from the Cayman Islands to Bermuda by way of de-registration as a company under the laws of the Cayman Islands and continuation of the Company as an exempted company under the laws of Bermuda be and is hereby approved;

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  • (b) the memorandum of continuance, a copy of which has been produced to the Meeting marked “A” and initialled by the chairman of the Meeting (“ Chairman ”) for the purpose of identification, be and is hereby adopted in substitution for the memorandum of association of the Company, effective from the date that the memorandum of continuance is approved and registered by the Registrar of Companies in Bermuda;

  • (c) conditional upon the continuance of the Company in Bermuda as an exempted company under the laws of Bermuda, the bye-laws of the Company, a copy of which has been produced to the Meeting marked “B” and initialled by the Chairman for the purpose of identification, be and is hereby adopted in substitution for the articles of association of the Company, effective from the date that the memorandum of continuance is approved and registered by the Registrar of Companies in Bermuda;

  • (d) conditional upon the continuance of the Company in Bermuda as an exempted company under the laws of Bermuda, the maximum number of directors of the Company (“ Directors ”) shall, for the time being, be fixed at twenty (20) and the Directors be and are hereby authorised to fill any vacancies on the board of Directors and to appoint additional Directors up to the maximum number determined herein or such other maximum number as may be determined from time to time by members of the Company in general meeting and to appoint alternate Directors at their discretion; and

  • (e) the Directors be and are hereby authorised to undertake all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the implementation of the foregoing.”

  • THAT subject to the passing of special resolution numbered 1 above:

  • (a) the entire amount standing to the credit of the share premium account of the Company as at the day of passing this resolution be cancelled and transferred to an account designated as the contributed surplus account of the Company (“ Cancellation of Share Premium Account ”);

  • (b) the account designated as the contributed surplus account of the Company shall be the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (“ Contributed Surplus Account ”) upon the Change of Domicile (as defined in special resolution numbered 1) becoming effective and the amounts standing to the credit of such designated account shall continue to stand to the credit of the Contributed Surplus Account upon the Change of Domicile becoming effective; and

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  • (c) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Cancellation of Share Premium Account.”

On behalf of the Board WLS Holdings Limited So Yu Shing Chairman

Hong Kong, 5 August 2014

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Rooms 1001-1006, 10th Floor P.O. Box 2681 Tower A, Southmark Grand Cayman 11 Yip Hing Street KY1-1111 Wong Chuk Hang Cayman Islands Aberdeen Hong Kong

Notes:

  • (i) A member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs not be a member of the Company.

  • (ii) Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Meeting, either personally 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 being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding, and for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the joint holding.

  • (iii) The instrument appointing a proxy and the 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 lodged with 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 for registration not less than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).

  • (iv) Delivery of any instrument appointing a proxy will not preclude a member from attending and voting in person at the Meeting. If a member attends the Meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

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As at the date of this announcement, the Board comprises Dr. So Yu Shing (Chairman and Executive Director), Mr. Kong Kam Wang (Executive Director and Chief Executive Officer), Ms. Lai Yuen Mei, Rebecca (Executive Director), Mr. Woo Siu Lun (Executive Director), Mr. So Wang Chun, Edmond (Executive Director), Mr. Ng Tang (Executive Director), Mr. Yeung Po Chin (Independent Non-executive Director), Mr. Lam Kwok Wing (Independent Non-executive Director) and Dr. Fung Ka Shuen (Independent Non-executive Director).

This announcement, for which the directors of the Company (“Directors”) collectively and individually accept full responsibility, includes particulars given in the compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) 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 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 announcement will remain on the website of The Growth Enterprise Market of the Stock Exchange of the Stock Exchange for at least seven days from the day of its posting and on the website of the Company at www.wls.com.hk.

  • For identification purposes only

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