WLS Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 26, 2015

WLS Holdings Limited 滙隆控股有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8021)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING (“SGM”) OF WLS HOLDINGS LIMITED (“COMPANY”) CONVENED TO BE HELD AT 12:00 NOON ON 18 NOVEMBER 2015 AT ROOMS 1001-1006, 10TH FLOOR, TOWER A, SOUTHMARK, 11 YIP HING STREET, WONG CHUK HANG, ABERDEEN, HONG KONG (AND ANY ADJOURNMENT THEREOF)

I/We[(1)] of of ordinary share(s)[(2)] of HK$0.01 each in the capital of the Company, HEREBY APPOINT[(3)] of

being the registered holder(s)

or, the Chairman of the SGM, as my/our proxy to vote and act for me/us at the SGM (or any adjournment thereof), to be held at 12:00 noon on 18 November 2015, at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice dated 27 October 2015 convening the SGM (“ Notice ”) at the SGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such ordinary resolutions as indicated below or, if no such indication is given, as my/our proxy(ies) thinks fit[(4)] .

Please tick (“✔”) the appropriate boxes to indicate how you wish your votes in respect of the resolutions to be cast.

		ORDINARY RESOLUTIONS		FOR (4)		AGAINST (4)
1.	To approve the New	AC Subscription Agreement (as defined in the circular of the
	Company dated 27 October 2015 (“Circular”)) and		all the transactions
	contemplated thereunder (including the allotment and issue		of the AC Subscription
	Shares (as defined in	the Circular)); to grant the AC Specific Mandate (as defined in
	the Circular) to the directors of the Company; and to authorise any one director of
	the Company to do all things necessary for the implementation thereof.
2.	To approve the Underwritten Placing Agreement (as defined		in the Circular) and all
	the transactions contemplated thereunder (including the allotment and issue of the
	Underwritten Placing Shares (as defined in the Circular)); to grant the UP Specific
	Mandate (as defined in the Circular) to the directors of		the Company; and to
	authorise any one director of the Company to do all things necessary for the
	implementation thereof.
3.	To approve the Best	Effort Placing Agreement (as defined in the Circular) and all
	the transactions contemplated thereunder (including the allotment and issue of the
	Best Effort Placing Shares (as defined in the Circular)); to grant the BEP Specific
	Mandate (as defined in the Circular) to the directors of		the Company; and to
	authorise any one director of the Company to do all things necessary for the
	implementation thereof.

Signature(s)[(5)] :

Date: 2015

Notes:

Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares of the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3.	If any proxy other than the Chairman is preferred, strike out the words “or, the Chairman of the SGM” and insert the name and address of the proxy desired in the space provided.IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM
	OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE
	AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to tick any or all of the boxes will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the SGM other than those referred to in the Notice.
5.	This form of proxy must be signed by you or your attorney duly authorised in writing or, if in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
6.	Any shareholder of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder who is the holder of two or more shares may appoint more than one proxy(ies) to represent him/her/it and vote on his/her/its behalf. A proxy needs not to be a shareholder of the Company.
7.	In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at 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 not less than 48 hours before the time appointed for the SGM (or any adjournment thereof).
8.	Completion and delivery of this form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the SGM, and in such event, this form of proxy shall be deemed to be revoked.
9.	Where there are joint holders of any shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she/it was solely entitled thereto; but if more than one of such joint holders be present at the SGM, 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 shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.
10.	Any voting at the SGM shall be taken by poll.

* For identification purpose only