WLS Holdings Limited — Proxy Solicitation & Information Statement 2015

Feb 12, 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 THURSDAY, 5 MARCH 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$0.04 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 Thursday, 5 March 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 13 February 2015 convening the SGM (“ Notice ”) and 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 share consolidation of every five (5) ordinary shares of HK$0.04
	each in the share capital of the Company into one (1) consolidated share of HK$0.20
	each.
2.	Subject to the	passing of ordinary resolution no. 1 of the Notice and the Share
	Consolidation	(as defined in the circular (“Circular”) of the Company dated 13
	February 2015) becoming effective, to increase the authorised share capital of the
	Company from HK$100,000,000 divided into 500,000,000 Consolidated Shares (as
	defined in the Circular) to HK$400,000,000 divided into 2,000,000,000 Consolidated
	Shares by the creation of 1,500,000,000 additional Consolidated Shares.
3.	To approve, confirm and ratify the Placing Agreement (as defined in the Circular)
	and to approve the allotment and issue of the Placing Shares (as defined in the
	Circular).
4.	To re-elect Mr.	Yuen Chun Fai as an executive director of the Company.
5.	To re-elect Mr. Law Man Sang as an independent non-executive director of the
	Company.

Signature(s)[(5)] :

Date:

2015

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).

2. 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.

3. 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.

4. 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.

5. 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.

6. 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 not less than 48 hours before the time appointed for the SGM (or any adjournment thereof).

7. 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.

8. 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.

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

* For identification purposes only