WLS Holdings Limited — Proxy Solicitation & Information Statement 2015

Feb 12, 2015

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

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 the special general meeting (“ SGM ”) of WLS Holdings Limited (“ Company ”) will 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 (with or without amendments) the following resolutions of the Company as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the granting by The Stock Exchange of Hong Kong Limited of the approval for the listing of, and permission to deal in, the ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (“ Share Consolidation ”):

2. (a) with effect from 8:00 a.m. (Hong Kong time) on 6 March 2015, every five (5) ordinary shares of HK$0.04 each in the share capital of the Company be consolidated into one (1) share of HK$0.20 (each a “ Consolidated Share ”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the constitutional documents of the Company; and

* For identification purposes only

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• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the foregoing arrangements for the Share Consolidation and the matters ancillary thereto.”

• “ THAT

• (a) subject to and conditional upon (i) the passing of ordinary resolution no.1 set out in the notice convening the SGM dated 13 February 2015 and (ii) the Share Consolidation becoming effective, with effect from 6 March 2015, the authorised share capital of the Company be increased from HK$100,000,000 divided into 500,000,000 Consolidated Shares to HK$400,000,000 divided into 2,000,000,000 Consolidated Shares by the creation of an additional 1,500,000,000 Consolidated Shares (“ Increase in Authorised Share Capital ”), which shall rank pari passu in all respects with the Consolidated Shares in issue; and

• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents as they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.”

• “ THAT

• (a) the conditional placing agreement dated 21 January 2015 (“ Placing Agreement ”) entered into between the Company and Tanrich Securities Company Limited (“ Placing Agent ”) pursuant to which the Placing Agent agreed to procure independent placees to subscribe for a maximum of 540,000,000 placing shares at the placing price of HK$0.30 each in the share capital of the Company upon the Share Consolidation becoming effective (“ Placing Shares ”), on a best effort basis (a copy of which has been produced to the SGM marked ‘‘A’’ and initialled by the Chairman of the Company for the purpose of identification), and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the allotment and issue of the Placing Shares pursuant to and in accordance with the terms and conditions of the Placing Agreement be and are hereby approved; and

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• (c) any one director of the Company, or any two directors of the Company (where required), be and is/are hereby authorised to implement and to take all steps and do all such acts and things, to sign and execute all such further documents for and on behalf of the Company under hand or under seal, as may be necessary, desirable or expedient to give effect to the Placing Agreement and the implementation of all transactions contemplated thereunder (including the allotment and issue of the Placing Shares) and to agree to such variation, amendment or waiver as are, in the opinion of the director(s) of the Company, in the interest of the Company.”

• “ THAT Mr. Yuen Chun Fai be re-elected as an executive director of the Company.”

• “ THAT Mr. Law Man Sang 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, 13 February 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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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 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 delivery 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 authorised 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.

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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. Lam Kwok Wing (Independent Non-executive Director), Mr. Law Man Sang (Independent Non-executive Director) and Dr. Fung Ka Shuen (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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