WLS Holdings Limited — Proxy Solicitation & Information Statement 2015

May 22, 2015

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 a 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, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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 loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

(I) PROPOSED CAPITAL REORGANISATION; (II) PROPOSED BONUS ISSUE; (III) RE-ELECTION OF DIRECTORS; AND

(IV) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at 11:30 a.m. on Thursday, 18 June 2015 at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong is set out on pages 17 to 20 of this circular. Whether or not you intend to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to 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 less than 48 hours before the time scheduled for the SGM 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 SGM or any adjourned meeting thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

This circular will remain on the “Latest Company Announcement” page of the GEM website at www.hkgem.com for a minimum of seven days from the date of its posting and on the website of the Company at www.wls.com.hk.

26 May 2015

• for identification purposes only

CHARACTERISTICS OF THE GEM

GEM has been positioned as a market designed to accommodate 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. 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.

– i –

CONTENTS

	Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– ii –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation and the Bonus Issue is set out below:

Latest time for lodging transfer of shares for

registration in order to qualify for attending the SGM . . . . . . . . . 4:30 p.m.on Monday, 15 June 2015 Closure of register of members for registration of transfer of the Shares to determine Shareholders’ entitlement to attend the SGM . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 16 June 2015 to Thursday, 18 June 2015 (both days inclusive) Latest time for lodging forms of proxy for the SGM (in any event not less than 48 hours before the time of the SGM or any adjournment thereof) . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Tuesday, 16 June 2015 Record date for attending the SGM . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 June 2015 Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Thursday, 18 June 2015 Announcement of poll results of the SGM . . . . . . . . . . . . . . . . . . Thursday, 18 June 2015 The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reorganisation and the Bonus Issue Expected effective date of Capital Reorganisation . . . . . . . . . . . . . . . Friday, 19 June 2015 First day of free exchange of Company’s share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . Friday, 19 June 2015 Last day of dealings in Shares on a cum-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 June 2015 First day of dealing in Shares on an ex-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 23 June 2015 Latest time for lodging transfer of Shares for registration in order to qualify for the Bonus Shares . . . . . . . 4:30 p.m. on Wednesday, 24 June 2015 Closure of register of members for registration of transfer of the New Shares to determine Shareholders’ entitlement to the Bonus Shares . . . . . . . . . . . Thursday, 25 June 2015 to Friday, 26 June 2015 (both days inclusive)

– iii –

EXPECTED TIMETABLE

Record Date for determining entitlement

to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 26 June 2015

Re-open of register of members of the Company . . . . . . . . . . . . . . Monday, 29 June 2015

Despatch of share certificates for the Bonus Shares . . . . . on or before Friday, 3 July 2015

First date of dealing in the Bonus Shares

on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 6 July 2015

Last day of free exchange of Company’s share

certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . Monday, 20 July 2015

Notes:

1. All dates and times in this circular refer to Hong Kong dates and time.

2. The expected timetable may be subject to change by the Company and is subject to fulfillment of all conditions. The Company will make further announcement(s) in compliance with the GEM Listing Rules if such changes are made.

– iv –

DEFINITIONS

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

• “Board”

• the board of Directors

• “Bonus Issue” the proposed issue of Bonus Shares to the Qualifying Shareholder(s) on the basis of seven (7) Bonus Shares for every one (1) New Share held on the Record Date

• “Bonus Share(s)” New Share(s) to be allotted and issued under the Bonus Issue by the Company

• “Bye-laws” the bye-laws of the Company in force from time to time

• “Capital Reduction”

• the proposed reduction of the issued share capital of the Company through the cancellation of the paid-up capital to the extent of HK$0.19 on each of the issued Shares such that the nominal value of each issued Share will be reduced from HK$0.20 to HK$0.01

• “Capital Reorganisation”

• the proposed capital reorganisation of the Company involving the Capital Reduction and the Share Subdivision

• “CCASS”

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

• “Companies Act”

• the Companies Act 1981 of Bermuda (as amended)

• “Company”

• WLS Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued Shares of which are listed on GEM

• “Director(s)”

• the director(s) of the Company

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on the GEM

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollar(s), the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “HKSCC”

• “Hong Kong”

• “Latest Practicable Date”

• “New Share(s)”

• “Non-Qualifying Shareholder(s)”

• “Options”

• “Overseas Shareholder(s)”

• “Qualifying Shareholder(s)”

• “Record Date”

• “SGM”

• “Share(s)”

• “Shareholder(s)”

• Hong Kong Securities Clearing Company Limited

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

• 21 May 2015, being the latest practicable date prior to printing of this circular for ascertaining certain information contained herein

• ordinary share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective

• Overseas Shareholder(s) who is/are excluded from the Bonus Issue and as defined and more particularly described in the section headed “Overseas Shareholders” in this circular

• Share option(s) granted under the share option schemes of the Company

• Shareholders whose address registered in the register of members of the Company are situated outside Hong Kong on the Record Date

• Shareholders whose names appear on the register of members of the Company on the Record Date and who are entitled to the Bonus Issue

• 26 June 2015, being the record date for the purpose of determination of entitlement to the Bonus Issue of each Qualifying Shareholder

• a special general meeting of the Company convened to be held at 11:30 a.m. on Thursday, 18 June 2015 to consider and, if thought fit, approve the Capital Reorganisation and the Bonus Issue

• ordinary share(s) of HK$0.20 each in the share capital of the Company as at the Latest Practicable Date and prior to the Capital Reorganisation becoming effective

• holder(s) of the Share(s) and/or the New Share(s) as the case may be

– 2 –

DEFINITIONS

“Share Subdivision” the proposed subdivision of each of the authorised but unissued Shares of HK$0.20 each into twenty (20) New Shares of HK$0.01 each “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors: Dr. So Yu Shing (Chairman) Mr. Kong Kam Wang (Chief Executive Officer) Ms. Lai Yuen Mei, Rebecca Mr. So Wang Chun, Edmond Mr. Ng Tang Mr. Yuen Chun Fai

Independent Non-executive Directors: Mr. Chan Ngai Sang, Kenny Mr. Law Man Sang Mr. Ong Chi King

Registered Office: Clarendon House 2 Church Street Hamilton HM 11, Bermuda

Head office and principal place of business in Hong Kong: Rooms 1001-1006 10th Floor, Tower A Southmark 11 Yip Hing Street Wong Chuk Hang Aberdeen Hong Kong

26 May 2015

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED CAPITAL REORGANISATION; (II) PROPOSED BONUS ISSUE; AND (III) RE-ELECTION OF DIRECTORS

(I) INTRODUCTION

Reference is made to the announcement of the Company dated 15 May 2015 of which the Company announced, among other things, the Capital Reorganisation and the Bonus Issue.

The purpose of this circular is to provide the Shareholders, among other things, (i) further details of the Capital Reorganisation; (ii) further details of the Bonus Issue; (iii) relevant information regarding the re-election of Directors, and to give Shareholders notice of the SGM.

• for identification purposes only

– 4 –

LETTER FROM THE BOARD

(II) PROPOSED CAPITAL REORGANISATION

As at the Latest Practicable Date, the authorised share capital of the Company is HK$400,000,000 divided into 2,000,000,000 Shares of HK$0.20 each, of which 635,887,634 Shares are allotted and issued as fully paid or credited as fully paid. On such basis, the Capital Reorganisation will involve the following steps:

Proposed Capital Reduction and Share Subdivision

• (a) the issued share capital of the Company will be reduced through a cancellation of the paid up capital to the extent of HK$0.19 on each of the issued Shares such that the nominal value of each issued Share will be reduced from HK$0.20 to HK$0.01;

• (b) immediately following the Capital Reduction, each of the authorised but unissued Shares of HK$0.20 each be subdivided into twenty (20) New Shares of HK$0.01 each; and

• (c) the credits arising in the books of the Company from the Capital Reduction of approximately HK$120,819,000 will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

Immediately following the Capital Reorganisation, the authorised share capital of the Company will be HK$400,000,000 divided into 40,000,000,000 New Shares of HK$0.01 each, of which 635,887,634 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$6,358,876.34, assuming that there are no other changes in the issued share capital of the Company from the Latest Practicable Date up to the effective date of the Capital Reorganisation.

A credit of approximately HK$120,819,000 will arise as a result of the Capital Reduction. Such credit will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act which will then be applied by the Board to set off against the accumulated losses of the Company in full on the date of the Capital Reorganisation becoming effective. The total accumulated losses of the Company was approximately HK$61,679,000 as shown in the audited consolidated financial statements of the Company as at 30 April 2014.

Shareholders and potential investors should note that the credits arising in the books of the Company from the Capital Reorganisation will be subject to change depending on the number of Shares in issue immediately prior to the Capital Reorganisation becoming effective.

– 5 –

LETTER FROM THE BOARD

Assuming that there are no other changes in the issued share capital of the Company from the Latest Practicable Date and until the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

		Immediately after the
	As at the Latest	Capital Reorganisation
	Practicable Date	becoming effective
Par Value	HK$0.20 per Share	HK$0.01 per New Share
Amount of authorised share capital	HK$400,000,000	HK$400,000,000
Number of authorised shares	2,000,000,000	40,000,000,000
Amount of issued share capital	HK$127,177,526.80	HK$6,358,876.34
Number of issued shares	635,887,634	635,887,634

All New Shares will rank pari passu in all respects with each other.

Under the laws of Bermuda, the Directors may apply the contributed surplus in any manner permitted by the laws of Bermuda and the Bye-laws of the Company.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on:

• (a) the passing of necessary special resolution(s) by the Shareholders to approve the Capital Reorganisation at the SGM;

• (b) the Listing Division of the Stock Exchange granting the listing of, and the permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon exercise of the share options granted and to be granted under the share option schemes of the Company;

• (c) the compliance with the relevant procedures and the requirements under the laws of Bermuda and the GEM Listing Rules to effect the Capital Reorganisation; and

• (d) the obtaining of all necessary approvals from the regulated authorities or otherwise as may be required in respect of the Capital Reorganisation.

– 6 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

The main purposes for implementing the Capital Reorganisation are to (i) apply the credits arising from the Capital Reduction to offset the total accumulated losses of the Company as at the effective date of the Capital Reorganisation in full; (ii) give greater flexibility to the Company to raise funds through the issue of new shares in the future; and (iii) provide the Company with a wider capital base and therefore enhance the liquidity of the Shares.

The Directors are of the view that the proposed Capital Reorganisation will not have a material adverse effect on the financial position of the Group, except for those expenses to be incurred in relation to the Capital Reorganisation. The Capital Reorganisation will also have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company. Therefore, the Directors consider that the proposed Capital Reorganisation are in the interests of the Company and the Shareholders as a whole.

Listing and dealings

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon exercise of the share options granted and to be granted under the share option schemes of the Company.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the New 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 New 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.

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

– 7 –

LETTER FROM THE BOARD

Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Friday, 19 June 2015 until Monday, 20 July 2015 (both days inclusive), submit share certificates (in green) for the existing Shares to 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, to exchange, at the expense of the Company, for new share certificates (in yellow) of the New Shares.

Thereafter, certificates of existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher. After 4:30 p.m. on Monday, 20 July 2015, existing share certificates for the existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

No change in board lot size

At present, the existing Shares are traded in board lots of 10,000. Upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will remain unchanged at 10,000.

(III) PROPOSED BONUS ISSUE

Subject to the Capital Reorganisation becoming effective, the Board proposes a Bonus Issue of New Shares on the basis of seven (7) Bonus Shares for every one (1) New Share held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date.

The Bonus Shares will be credited as fully paid at par value by way of capitalisation of an amount equal to the total par value of the Bonus Shares (i.e. HK$44,512,134.38) standing to the credit of the contributed surplus account of the Company within the meaning of the Companies Act. The Bonus Shares, upon issue, will rank pari passu in all respects with the then New Shares.

Basis of the Bonus Issue

Subject to the Capital Reorganisation becoming effective and the conditions set out under the heading “Conditions of the Bonus Issue” below, the Bonus Shares will be issued and credited as fully paid at par on the basis of seven (7) Bonus Shares for every one (1) New Share held on the Record Date by the Qualifying Shareholders. On the basis of 635,887,634 New Shares after the Capital Reorganisation becoming effective, and assuming no further New Shares will be issued or repurchased prior to the Record Date, it is anticipated that 4,451,213,438 Bonus Shares will be issued under the Bonus Issue. The Bonus Shares will be

– 8 –

LETTER FROM THE BOARD

credited as fully paid at par by way of capitalisation of an amount equal to the total par value of the Bonus Shares standing to the credit of the contributed surplus account of the Company within the meaning of the Companies Act. Immediately after completion of the Capital Reorganisation and the Bonus Issue, there will be a total of 5,087,101,072 New Shares in issue in the issued share capital of the Company as enlarged by the issue of the Bonus Shares.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (a) the Capital Reorganisation becoming effective;

• (b) the passing of an ordinary resolution(s) by the Shareholders to approve the Bonus Issue at the SGM;

• (c) the Listing Division of the Stock Exchange granting the listing of, and the permission to deal in, the Bonus Shares upon the Bonus Issue becoming effective; and

• (d) the compliance with the relevant procedures and the requirements under the laws of Bermuda and the GEM Listing Rules to effect the Bonus Issue.

Record Date and closure of register of members

The Bonus Shares will be issued to the Qualifying Shareholders. Arrangement for the Non-Qualifying Shareholders are further elaborated below under the paragraph headed “Overseas Shareholders”.

The register of members of the Company will be closed from Thursday, 25 June 2015, to Friday, 26 June 2015 (both days inclusive), during which no transfer of the New Shares will be effected, in order to ascertain and determine the entitlement of the Shareholders under the Bonus Issue.

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificates are 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 no later than 4:30 p.m. on Wednesday, 24 June 2015.

– 9 –

LETTER FROM THE BOARD

Overseas Shareholders

Overseas Shareholders will not be allotted the Bonus Shares if the Directors consider such exclusion to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place. In such circumstances, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to the Non-Qualifying Shareholders, if any, pro rata to their respective shareholdings and remittances will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company.

As at 5 May 2015, the Company has 1 Overseas Shareholder and the address of such Overseas Shareholder registered in the register of members of the Company was situated in the PRC. In compliance with Rule 17.41(1) of the GEM Listing Rules, the Directors have made enquiries with the legal adviser of PRC regarding the legal restrictions and regulatory requirements in the PRC on extending the Bonus Issue to the Overseas Shareholders in the PRC (the “ PRC Shareholders ”). The Company has been advised by legal adviser of PRC on the laws of the PRC that the issuing of the Bonus Shares to the PRC Shareholders by the Company shall not be subject to any procedures for examination, approval, registration or record filing or other special requirements by the securities exchange or other governmental authorities in the PRC. The Company is not liable for the legality and relevant liability for the PRC Shareholders’ receipt and holding of the Bonus Shares and the PRC Shareholders shall bear such liability personally. If the PRC Shareholders are registered as a member of the Company at the close of business on the Record Date, they shall be entitled to the Bonus Shares.

Certificates for the Bonus Shares

It is expected that certificates for the Bonus Shares will be despatched on Friday, 3 July 2015 after all the conditions have been fulfilled at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. Dealings in the Bonus Shares is expected to commence at 9:00 a.m. on Monday, 6 July 2015.

Reasons for the Bonus Issue

As a gesture of gratitude to the Shareholders for their loyalty to and support of the Company, the Board has decided to propose the Bonus Issue for Shareholders’ approval. The Directors believe that the Bonus Issue will enhance the liquidity of the Shares in the market and thereby enlarging the shareholders’ base of the Company.

– 10 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, (i) the Company had outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 4,289,000 Shares; and (ii) the Company might grant share options to subscribe for 7,990,763 Shares under the existing 10% general limit of the share option scheme of the Company.

Assuming (i) the Capital Reorganisation and the Bonus Issue have become effective; and (ii) there are no movements of the share options granted or to be granted under the share option schemes of the Company; (a) the outstanding Options will entitle the holders thereof to subscribe for up to 34,312,000 New Shares; and (b) the Company may grant share options to subscribe for 63,926,104 New Shares under the existing 10% general scheme limit of the share option scheme of the Company.

Should the Capital Reorganisation and the Bonus Issue becoming effective, the Company will make further announcement(s) about the relevant adjustments to the underlying securities of the Company upon review by the independent financial adviser to be appointed by the Company.

Save as disclosed above, as at the Latest Practicable Date, the Company had no other outstanding Options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Shares or New Shares, as the case may be.

Application to the Stock Exchange

An application will be made to the Stock Exchange for the listing of and permission to deal in the New Shares arising from the Bonus Issue.

– 11 –

LETTER FROM THE BOARD

(IV) RE-ELECTION OF DIRECTORS

Mr. Chan Ngai Sang, Kenny (“ Mr. Chan ”) and Mr. Ong Chi King (“ Mr. Ong ”) were appointed as the independent non-executive directors with effect from 1 April 2015. Pursuant to bye-law 83 of the Bye-laws, each of Mr. Chan and Mr. Ong shall hold office only until the SGM, and being eligible, offers himself for re-election at the SGM.

The biographical details of Mr. Chan and Mr. Ong are set out below:

Mr. Chan

Mr. Chan, aged 50 is a partner and founder of Kenny Chan & Co., a firm of Certified Public Accountants (Practising). Mr. Chan has over 25 years of experience in accounting, taxation, auditing and corporate finance and was involved in several merger and acquisition and initial public offering projects. Mr. Chan holds a Bachelor of Commerce in Accounting and Finance degree from the University of New South Wales and is a Fellow Member of The Association of International Accountants, an Associate Chartered Accountant of the Institute of Chartered Accountants of New Zealand, a Certified Practising Accountant of CPA Australia, a Fellow of the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”) and an Associate of the Taxation Institute of Hong Kong. Mr. Chan presently serves as the President of the Association of International Accountants Hong Kong Branch and has been accredited as an Authorised Supervisor of the HKICPA. He served as the District Governor of Lions Clubs International District 303 – Hong Kong & Macao, China in the year 2009/2010. Mr. Chan also serves on several public bodies in Hong Kong which include being a panel member of the Mandatory Provident Fund Schemes Appeal Board, a committee member of the Tsuen Wan District Fight Crime Committee and a Honorary President of the Tsuen Wan District Junior Police Call. Mr. Chan is an independent non-executive director of each of TSC Group Holdings Limited (stock code: 206) and Convoy Financial Holdings Limited (stock code: 1019), all of which are companies listed on the Main Board of the Stock Exchange. Mr. Chan is also an independent non-executive director of Combest Holdings Limited (stock code: 8190), a company listed on the Growth Enterprise Market (“ GEM ”) of the Stock Exchange.

Mr. Chan had been a director of the following private companies incorporated in Hong Kong, each of which was dissolved by deregistration pursuant to section 291AA(9) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) then in force.

Company name	Date of dissolution	Principal business
Orient Step International	26 March 2010	trading of garment
Limited
Compass Capital Limited	7 March 2008	corporate consulting
		business

To the best knowledge and belief of Mr. Chan, each of the above companies was dissolved due to the cessation of its business and was solvent at the time of it being dissolved by deregistration.

Pursuant to the letter of appointment made between Mr. Chan and the Company, Mr. Chan has been appointed for a term of one year commencing from 1 April 2015 to 31 March 2016 (both days inclusive) unless terminated by not less than

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LETTER FROM THE BOARD

one month’s notice in writing served by either party on the other and is subject to retirement by rotation and re-election and other related provisions as stipulated in the bye-laws (“ Bye-laws ”) of the Company and the Rules (“ GEM Listing Rules ”) Governing the Listing of Securities on the GEM of the Stock Exchange. Mr. Chan is entitled to a monthly director’s fee of HK$10,000, which was determined with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan had not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor did he have any relationship with any Director, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company. Other than the directorship in the Company as disclosed above, Mr. Chan did not hold other positions with the Company or other members of the Company.

As at the Latest Practicable Date, Mr. Chan was not interested in any shares of the Company within the meaning of Part XV of the SFO.

Mr. Ong

Mr. Ong, aged 41, holds a bachelor degree in business administration from The Hong Kong University of Science and Technology and a master’s degree in corporate finance from The Hong Kong Polytechnic University. He is a member of the HKICPA and a fellow member of the Association of Chartered Certified Accountants. Mr. Ong has more than 19 years of experience in accounting, company secretarial field and finance. He has held senior positions in finance and company secretarial departments in various listed companies in Hong Kong. Mr. Ong is an independent non-executive director of Capital VC Limited (stock code: 2324), China Environmental Resources Group Limited (stock code: 1130) and Hong Kong Education (Int’l) Investments Limited (stock code: 1082), all of which are companies listed on the Main Board of the Stock Exchange. Mr. Ong is also an independent non-executive director of King Force Security Holdings Limited (stock code: 8315), KSL Holdings Limited (stock code: 8170) and Larry Jewelry International Company Limited (stock code: 8351), all of which are companies listed on the GEM of the Stock Exchange. He is also the company secretary of Yue Da Mining Holdings Limited (stock code: 629), a company listed on the Main Board of the Stock Exchange.

Mr. Ong was a director of Fitness Concept International Holdings Limited (“ Fitness Concept ”), which was incorporated in the Cayman Islands and was dissolved in June 2005 by striking off. To the best knowledge and belief of Mr. Ong, Fitness Concept was dissolved due to the cessation of its business and was solvent at the time of it being dissolved by striking off.

Pursuant to the letter of appointment made between Mr. Ong and the Company, Mr. Ong has been appointed for a term of one year commencing from 1 April 2015 to 31 March 2016 (both days inclusive) unless terminated by not less than one month’s notice in writing served by either party on the other and is subject to retirement by rotation and re-election and other related provisions as stipulated in the Bye-laws and the GEM Listing Rules. Mr. Ong is entitled to a monthly director’s fee of HK$10,000, which was determined with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.

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LETTER FROM THE BOARD

Save as disclosed above, as at the Latest Practicable Date, Mr. Ong had not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor did he have any relationship with any Director, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company. Other than the directorship in the Company as disclosed above, Mr. Ong did not hold other positions with the Company or other members of the Company.

As at the Latest Practicable Date, Mr. Ong was not interested in any shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter concerning the re-election of Mr. Chan and Mr. Ong as Directors that needs to be brought to the attention of the Shareholders and the Stock Exchange and there is no other information that is required to be disclosed pursuant to any of the requirements set out in Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

(V) SGM

The Capital Reorganisation, the Bonus Issue and the re-election of Directors are subject to Shareholders’ approval at the SGM.

The SGM will be held at 11:30 a.m. on Thursday, 18 June 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, approving, inter alia, the Capital Reorganisation, the Bonus Issue and the re-election of Directors. In compliance with the GEM Listing Rules, all resolutions will be voted on by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on any of the resolutions to be proposed at the SGM.

As at the Latest Practicable Date, the Company had no controlling Shareholder or substantial Shareholder. As at the Latest Practicable Date, so far as the Directors were aware of, none of the Directors or their respective associates had any business or interest which competed or might compete with the business of the Group, or had or might have any other conflicts of interest with the Group.

The notice convening the SGM is set out on pages 17 to 20 of this circular. Shareholders are advised to read the notice and complete and return the form of proxy for use at the SGM enclosed with this circular in accordance with the instructions printed thereon.

A form of proxy for the SGM is enclosed with this circular. Whether you are able to attend or not, please complete and return the enclosed form of proxy to the branch share registrar and transfer office of the Company 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 the holding of the SGM or any adjournment thereof (as the case may be). The completion and return of a form of proxy will not preclude you from attending and voting at the SGM in person or any adjournment

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LETTER FROM THE BOARD

thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

(VI) RECOMMENDATIONS

The Directors are of the opinion that the Capital Reorganisation, the Bonus Issue and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions at the SGM.

(VII) 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 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 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.

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

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NOTICE OF SPECIAL GENERAL MEETING

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of WLS Holdings Limited (“ Company ”) will be held at 11:30 a.m. on Thursday, 18 June 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 following resolutions of the Company as special resolution (for resolution numbered 1) and ordinary resolutions (for resolutions numbered 2, 3 and 4) :

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon (i) The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below) and (ii) the compliance by the Company with the relevant legal procedures and requirements under the Companies Act 1981 of Bermuda (“ Act ”) and the bye-laws of the Company (“ Bye-laws ”) to effect the Capital Reorganisation, with effect from the first business day immediately following the date on which this resolution is passed (“ Effective Date ”):

2. (a) the par value of each of the then issued shares of HK$0.20 each (“ Shares ”) in the existing share capital of the Company be and is hereby reduced from HK$0.20 each to HK$0.01 each (“ New Shares ”) by cancelling the capital paid-up thereon to the extent of HK$0.19 on each of the then issued Shares, such that the par value of each issued Share be reduced from HK$0.20 to HK$0.01 (“ Capital Reduction ”);

3. (b) each of the then authorised but unissued Shares of HK$0.20 each be and is hereby sub-divided into twenty (20) New Shares of HK$0.01 each (“ Share Subdivision ”, together with the Capital Reduction, “ Capital Reorganisation ”);

4. (c) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Act (“ Contributed Surplus Account ”) and the directors of the Company (“ Directors ”) be and are hereby authorised to use the amount

• for identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the Bye-laws and all applicable laws including, without limitation, (i) eliminating or setting off the accumulated losses of the Company as at the Effective Date; (ii) eliminating or setting off the accumulated losses of the Company which may arise from time to time; and/or (iii) paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (d) 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 Capital Reorganisation involving the Capital Reduction and the Share Subdivision.”

ORDINARY RESOLUTIONS

1. “ THAT , subject to and conditional upon (i) the Stock Exchange (as defined in special resolution numbered 1 above) granting the listing of, and permission to deal in, the Bonus Shares (as defined below) to be issued pursuant to this resolution, (ii) special resolution numbered 1 above being passed and (iii) the Capital Reorganisation (as defined in special resolution numbered 1 above) becoming effective:

2. (a) upon the recommendation of the Directors (as defined in special resolution numbered 1 above), an amount standing to the credit of the Contributed Surplus Account (as defined in special resolution numbered 1 above) be capitalised and the Directors be and are hereby authorised and directed to apply such amount in paying up in full at par New Shares (as defined in special resolution numbered 1 above) of HK$0.01 each in the share capital of the Company (“ Bonus Shares ”), and that such Bonus Shares shall be allotted and distributed, credited as fully paid at par, to and among the shareholders of the Company whose names appear on the register of members of the Company (“ Register of Members ”) at the close of business on Friday, 26 June 2015 (“ Record Date ”), other than those members (“ Non-qualifying Shareholders ”) whose addresses as shown on the Register of Members at the close of business on the Record Date are in a jurisdiction outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange, on the basis of seven (7) Bonus Shares for every one (1) New Share of HK$0.01 in the share capital of the Company then held on the Record Date (“ Bonus Issue ”);

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NOTICE OF SPECIAL GENERAL MEETING

• (b) the Bonus Shares shall, subject to the memorandum of continuance of the Company and the Bye-laws (as defined in special resolution numbered 1 above), rank pari passu in all respects with the New Shares of HK$0.01 each in the share capital of the Company in issue on the day on which the Bonus Shares are allotted and issued, except that they will not be eligible for the Bonus Issue;

• (c) the Directors be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Non-qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Non-qualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorised to retain such amount for the benefit of the Company; and

• (d) 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 Bonus Issue and the issue of the Bonus Shares.”

• “ THAT Mr. Chan Ngai Sang, Kenny be re-elected as an independent non-executive director of the Company.”

• “ THAT Mr. Ong Chi King be re-elected as an independent non-executive director of the Company.”

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

Hong Kong, 26 May 2015

Registered Office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Rooms 1001-1006 Hamilton HM 11, Bermuda 10th Floor, Tower A Southmark 11 Yip Hing Street Wong Chuk Hang Aberdeen Hong Kong

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. 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 need not to be a shareholder of the Company.

2. In order to be valid, a 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).

3. Completion and return of a form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the SGM, and in such event, such form of proxy shall be deemed to be revoked.

4. Where there are joint holders of any shares, any one of such joint holder 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.

5. A form of proxy for use at the SGM is attached herewith.

6. Any voting at the SGM shall be taken by poll.

7. The form of proxy shall be signed by the shareholder of the Company or his/her attorney duly authorized in writing or, 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.

This notice, 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 mission of which would make any statement herein or this notice misleading.

As at the date of this notice, 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. So Wang Chun, Edmond (Executive Director), Mr. Ng Tang (Executive Director), Mr. Yuen Chun Fai (Executive Director), Mr. Chan Ngai Sang, Kenny (Independent Non-executive Director), Mr. Law Man Sang (Independent Non-executive Director) and Mr. Ong Chi King (Independent Non-executive Director).

This notice will remain on the website of the GEM 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.

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