WLS Holdings Limited

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 your 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 (“ WLS ”), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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)

(1) VERY SUBSTANTIAL ACQUISITION OF WLS INVOLVING PRE-CONDITIONAL VOLUNTARY CONDITIONAL SECURITIES EXCHANGE AND CASH OFFERS BY VBG CAPITAL LIMITED ON BEHALF OF FAVOURITE NUMBER LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF L&A INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY FAVOURITE NUMBER LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL OUTSTANDING OPTIONS OF L&A INTERNATIONAL HOLDINGS LIMITED; (2) SPECIFIC MANDATE TO ISSUE NEW WLS SHARES; AND (3) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the WLS SGM to be held at 11:45 a.m. on Monday, 17 October 2016 at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend the WLS SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to WLS’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the WLS SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the WLS SGM or any adjourned meeting thereof should you so wish.

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 WLS at www.wls.com.hk.

29 September 2016

For identification purpose only

CHARACTERISTICS OF 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

DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE WLS BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	– FINANCIAL INFORMATION OF THE WLS GROUP . . . . . . . . . . . . .	I-1
APPENDIX II	– FINANCIAL INFORMATION OF THE L&A GROUP . . . . . . . . . . . . .	II-1
APPENDIX III	– UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
	THE WLS GROUP AFTER THE OFFERS . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	– GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
NOTICE OF WLS SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		SGM-1

– ii –

DEFINITIONS

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

“acting in concert”	the meaning ascribed to it in the Takeovers Code
“Apex Gain”	Apex Gain Global Limited, a company incorporated in
	the British Virgin Islands with limited liability and a
	wholly-owned subsidiary of WLS
“associate(s)”	the meaning ascribed to it in the Takeovers Code
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Closing Date”	the date to be stated in the Offer Document as the closing
	date of the Offers or any subsequent closing date as may
	be announced by Favourite Number
“Connected Person(s)”	the meaning ascribed to it under the GEM Listing Rules
“Enlarged FN Group”	Favourite Number following the completion of the
	Offers
“Enlarged WLS Group”	the WLS Group following the completion of the Offers
“First Offer Announcement”	the announcement dated 18 August 2016 jointly issued
	by Favourite Number and WLS in relation to, among
	other matters, the then Share Offer
“Executive”	the Executive Director of the Corporate Finance Division
	of the SFC or any of his delegates
“Favourite Number”	Favourite Number Limited, a company incorporated in
	the British Virgin Islands with limited liability
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Gold Medal”	Gold Medal Hong Kong Limited, a wholly-owned
	subsidiary of WLS, being the lender under the Gold
	Medal Loan Agreement
“Gold Medal Loan”	the term loan in the principal amount of HK$40,000,000
	advanced by Gold Medal to Mr. Hue under the Gold
	Medal Loan Agreement
“Gold Medal Loan Agreement”	the loan agreement dated 10 August 2016 and entered
	into between Gold Medal and Mr. Hue in relation to the
	provision of the Gold Medal Loan, further details of
	which are set out in the First Offer Announcement

– 1 –

DEFINITIONS

“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “L&A” L & A International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on GEM (stock code: 8195) “L&A Group” L&A and its subsidiaries “L&A Option(s)” the outstanding option(s) granted by L&A “L&A Share(s)” ordinary share(s) of HK$0.002 each of L&A “L&A Shareholder(s)” holder(s) of L&A Share(s) “Last Trading Day” 21 July 2016, being the last full trading day immediately prior to the suspension of trading in the WLS Shares and/or the L&A Shares before Favourite Number advising the board of directors of L&A of the then Share Offer “Latest Practicable Date” 26 September 2016, being the last practicable date before the printing of this circular for the purpose of ascertaining information for inclusion in this circular “Long Stop Date” the 60th day after the date of the posting of the Offer Document (or such later date to which the Executive may consent) “Mr. Hue” Mr. Hue Kwok Chu Raymond (許國柱) “New Shareholders’ Agreement” the shareholders’ agreement dated 29 July 2016 (as supplemented by four supplemental agreements dated 5 August 2016, 9 August 2016, 15 August 2016 and 12 September 2016 respectively) entered into among Mr. Hue, Apex Gain, WLS and Favourite Number in relation to the establishment of joint venture between Mr. Hue and Apex Gain, the allotment and issue of the WLS Shares (including the Additional WLS Shares), and the management and affairs of Favourite Number

“Offers”

the Share Offer and the Option Offer

– 2 –

DEFINITIONS

“Option Offer”

the offer to be made by VBG on behalf of Favourite Number to cancel all outstanding L&A Options in accordance with the terms and conditions set out in the section headed “Letter from the WLS Board” in this circular

“Offer Document” “PRC” “Pre-condition” “Second Offer Announcement”

the offer document to be issued by Favourite Number to all L&A Shareholders in accordance with the Takeovers Code containing, inter alia, details of the Offers, terms and conditions of the Offers and the acceptance and transfer forms

the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

the Specific Mandate, the Transactions and the transactions contemplated thereunder have been approved by the WLS Shareholders at the WLS SGM in accordance with the GEM Listing Rules

the announcement dated 12 September 2016 jointly issued by Favourite Number and WLS in relation to, among other matters, the Offers

“SFC” “SFO”

the Securities and Futures Commission of Hong Kong

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share Offer” the voluntary conditional securities exchange and cash offer to be made after satisfaction of the Pre-condition by VBG on behalf of Favourite Number to acquire all of the issued shares in the share capital of L&A (other than those already owned by Favourite Number and parties acting in concert with it) in accordance with the terms and conditions set out in the section headed “Letter from the WLS Board” in this circular

“Specific Mandate” the specific mandate to be granted to the WLS Directors at the WLS SGM for the allotment and issue, credited as fully paid, of new WLS Shares (which shall cover all the WLS Shares to be allotted and issued in settlement of the securities portion of the consideration for the Offers as more particularly described in the paragraph headed “SPECIFIC MANDATE” in the section headed “Letter from WLS Board” on page 27 of this circular) to the L&A Shareholders and holders of the L&A Options (as the case may be) who accept the Offers

– 3 –

DEFINITIONS

The Stock Exchange of Hong Kong Limited

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers of Hong Kong “Transactions” the transactions contemplated under the Offers (comprising the acquisition of L&A Shares by Favourite Number which is a joint venture formed by Apex Gain and Mr. Hue, the issue of WLS Shares (including the Additional WLS Shares) by WLS ultimately and directly to the L&A Shareholders and holders of the L&A Options (as the case may be) for the sole purpose of the Offers) “Unconditional Date” the date on which the Offers become or are declared unconditional in all respects “VBG” VBG Capital Limited, a corporation licensed under the SFO to carry on Type 1 (Dealing in Securities) and Type 6 (Advising on Corporate Finance) regulated activities under the SFO, the financial adviser of Favourite Number and WLS in respect of the Offers “WLS” WLS Holdings Limited, a company incorporated with limited liability in the Cayman Islands and continued in Bermuda, the issued shares of which are listed on GEM (stock code: 8021) “WLS Board” the board of WLS Directors “WLS Director(s)” the director(s) of WLS “WLS Group” WLS and its subsidiaries “WLS SGM” the special general meeting of WLS convened to be held at 11:45 a.m. on Monday, 17 October 2016 at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong to consider, and if thought fit, approve, among other matters, the Transactions and the grant of the Specific Mandate “WLS Share(s)” ordinary share(s) of HK$0.01 of WLS “WLS Shareholder(s)” holder(s) of WLS Shares “%” per cent

the transactions contemplated under the Offers (comprising the acquisition of L&A Shares by Favourite Number which is a joint venture formed by Apex Gain and Mr. Hue, the issue of WLS Shares (including the Additional WLS Shares) by WLS ultimately and directly to the L&A Shareholders and holders of the L&A Options (as the case may be) for the sole purpose of the Offers)

– 4 –

LETTER FROM THE WLS 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. Law Man Sang Mr. Chan Ngai Sang, Kenny 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

29 September 2016

To the Shareholders

Dear Sir or Madam,

(2) SPECIFIC MANDATE TO ISSUE NEW WLS SHARES

INTRODUCTION

Reference is made to the First Offer Announcement and the Second Offer Announcement.

The purpose of this circular is (i) to provide you with information regarding the Transactions and the Specific Mandate; and (ii) to give you notice of the WLS SGM.

For identification purpose only

– 5 –

LETTER FROM THE WLS BOARD

On 22 July 2016, Favourite Number advised the board of directors of L&A that Favourite Number will make a voluntary conditional securities exchange and cash offer to acquire all of the issued shares of L&A. The Share Offer will be subject to satisfaction of the Pre-condition.

On 18 August 2016, the Company and Favourite Number announced the detailed terms and arrangement of the Share Offer in the First Offer Announcement.

As at the date of the First Offer Announcement, based on publicly-available information, (i) there were only 24,000,000,000 L&A Shares in issue; and (ii) there were no outstanding options, derivatives, warrants or other securities in issue convertible or exchangeable into the L&A Shares.

However, subsequent to the publication of the First Offer Announcement, L&A announced on 22 August 2016 that 1,800,000,000 L&A Options were granted and accepted on 22 July 2016; and as further disclosed in L&A’s Next Day Disclosure Return published on 24 August 2016, 1,600,000,000 new additional L&A Shares (the “ New L&A Shares ”) were allotted and issued under the L&A Options on 22 August 2016.

Favourite Number did not take into account the L&A Options as well as the New L&A Shares at the time of the First Offer Announcement because it did not then know anything about the L&A Options and the New L&A Shares were not in issue then.

Since the New L&A Shares are in existence and, based on publicly-available information, there are 200,000,000 L&A Options outstanding, on 12 September 2016, WLS and Favourite Number announced in the Second Offer Announcement that Favourite Number would extend the Share Offer to all L&A Shareholders (including holders of the New L&A Shares) and make the Option Offer to all holders of the outstanding L&A Options in compliance with General Principle 1 and Rule 13.1 of the Takeovers Code respectively.

To the best of Favourite Number’s knowledge, information and belief having made all reasonable enquiries, L&A and its directors are third parties independent of Favourite Number, WLS and their respective Connected Persons.

Subject to satisfaction of the Pre-condition, the Offers will be made in compliance with the Takeovers Code. Favourite Number and WLS have appointed VBG as their financial adviser in respect of the Offers and if the Pre-condition is satisfied, VBG will make the Offers on behalf of Favourite Number.

CONSIDERATION FOR THE OFFERS

Based on publicly-available information, there were 25,600,000,000 L&A Shares and 200,000,000 outstanding L&A Options as at the Latest Practicable Date.

The Offers to be made by VBG on behalf of Favourite Number shall comprise the Share Offer and the Option Offer.

The Share Offer

The Share Offer will be made on the following basis:

For every 400 L&A Shares . . . . . . . . . . . . . . . . . . . . . . . . . 57 new WLS Shares and HK$5.60 in cash

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LETTER FROM THE WLS BOARD

The Option Offer

The exercise price of each outstanding L&A Option (i.e. HK$0.0256) is lower than ascribed value of HK$0.058175 per L&A Share under the Share Offer, the see-through price of the Option Offer is HK$0.032575 for each outstanding L&A Option, and the Option Offer will be made on the following basis:

For cancellation of every 100 outstanding L&A Options… 8 new WLS Shares and HK$0.7775 in cash

The basis of the Offers was determined by Favourite Number based on the prevailing market prices of the WLS Shares and the L&A Shares before the Last Trading Day. As being disclosed in the sub-paragraph headed “Comparisons of value” below, the ascribed value of HK$0.058175 per L&A Share represents a premium over the market prices of the L&A Shares before the Last Trading Day, which may provide an incentive for the L&A Shareholders and holders of the L&A Options (as the case may be) to accept the Offers. At the same time, the implied issued price of HK$0.1965 per WLS Share represents a discount to the recent market prices of the WLS Shares before the Last Trading Day, which is fair and reasonable and in the interests of WLS and its shareholders.

As at the Latest Practicable Date, Favourite Number, WLS, Mr. Hue and parties acting in concert with any of them did not hold or have control or direction over any L&A Shares or hold any convertible securities, warrants or options in respect of any L&A Shares.

Value of the Offers

As at the date of the Second Offer Announcement and the Latest Practicable Date, based on publicly-available information, the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of L&A in issue comprise (i) 25,600,000,000 L&A Shares; and (ii) 200,000,000 outstanding L&A Options to subscribe for 200,000,000 L&A Shares. Save as disclosed above, based on publicly-available information, L&A has no other relevant securities as at the date of the Second Offer Announcement and the Latest Practicable Date.

Assuming no outstanding L&A Options are exercised before the Closing Date

Based on the closing price of each WLS Share of HK$0.310, as quoted on the Stock Exchange on the Last Trading Day and the exchange ratio of 57 WLS Share plus HK$5.60 in cash per 400 L&A Shares, the ascribed value per L&A Share under the Share Offer is HK$0.058175. Based on such ascribed value per L&A Share, the entire issued share capital of L&A as at the Latest Practicable Date is valued at HK$1,489,280,000. In addition, the amount required to satisfy the cancellation of all outstanding L&A Options based on the see-through price of HK$0.032575 per outstanding L&A Option is HK$6,515,000. Accordingly, the Offers are valued at HK$1,495,795,000 in aggregate.

Assuming all outstanding L&A Options are exercised before the Closing Date

In the event that all outstanding L&A Options are exercised before the Closing Date, L&A will have to issue 200,000,000 new additional L&A Shares and L&A will have in aggregate 25,800,000,000 L&A Shares in issue. Based on the ascribed value per L&A Share of HK$0.058175 as mentioned above, the maximum value of the Share Offer will be increased to HK$1,500,915,000 and in such case, no amount will be payable by Favourite Number under the Option Offer.

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LETTER FROM THE WLS BOARD

Comparisons of value

The ascribed value of HK$0.058175 per L&A Share (being the sum of HK$5.60, and the closing price of HK$0.310 per WLS Share as quoted on the Stock Exchange on the Last Trading Day multiplied by 57; and then divided by 400) represents:

a premium of approximately 38.51% over the closing price of L&A Shares of HK$0.042, as quoted on the Stock Exchange on the last trading day before the date of the First Offer Announcement;
a premium of approximately 123.75% over the closing price of L&A Shares of HK$0.026, as quoted on the Stock Exchange on 21 July 2016, being the Last Trading Day;
a premium of approximately 127.25% over the average closing price of approximately HK$0.0256 per L&A Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;
a premium of approximately 131.77% over the average closing price of approximately HK$0.0251 per L&A Share as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 67.97% to the average closing price of approximately HK$0.1817 per L&A Share as quoted on the Stock Exchange for the 20 consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 76.87% to the average closing price of approximately HK$0.2516 per L&A Share as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day;
a premium of approximately 26.47% over the closing price of L&A Shares of HK$0.046, as quoted on the Stock Exchange on the Latest Practicable Date; and
a premium of 1,354.38% over the audited consolidated net assets per L&A Share of approximately HK$0.004 as at 31 March 2016 (being the date to which the latest audited consolidated annual results of the L&A Group were made up), calculated based on the L&A Group’s audited consolidated net assets attributable to its shareholders of approximately HK$93.76 million as at 31 March 2016 and 25,600,000,000 L&A Shares in issue as at the Latest Practicable Date.

The implied issue price of HK$0.1965 per new WLS Share (being the closing price of HK$0.042 per L&A Share as quoted on the Stock Exchange on the last trading day before the date of the First Offer Announcement multiplied by 400, and minus HK$5.60; and then divided by 57) represents:

a discount of approximately 36.61% to the closing price of WLS Shares of HK$0.310, as quoted on the Stock Exchange on 21 July 2016, being the Last Trading Day;
a discount of approximately 37.82% to the average closing price of approximately HK$0.3160 per WLS Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 38.30% to the average closing price of approximately HK$0.3185 per WLS Share as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to and including the Last Trading Day;

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LETTER FROM THE WLS BOARD

a discount of approximately 38.74% to the average closing price of approximately HK$0.3208 per WLS Share as quoted on the Stock Exchange for the 20 consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 37.32% to the average closing price of approximately HK$0.3135 per WLS Share as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 18.46% to the closing price of WLS Shares of HK$0.241, as quoted on the Stock Exchange on the Latest Practicable Date; and
a premium of approximately 211.90% over the audited consolidated net assets per WLS Share of approximately HK$0.063 as at 30 April 2016 (being the date to which the latest audited consolidated annual results of the WLS Group were made up), calculated based on the WLS Group’s audited consolidated net assets attributable to its shareholders of approximately HK$801.37 million as at 30 April 2016 and 12,767,101,072 WLS Shares in issue as at the Latest Practicable Date.

Based on the closing price per WLS Share of HK$0.239 as quoted on the Stock Exchange on 9 September 2016, being the last trading day before the date of the Second Offer Announcement, and the exchange ratio of 57 WLS Shares plus HK$5.60 in cash per 400 L&A Shares, the ascribed value per L&A Share under the Share Offer is HK$0.0480575. Such ascribed value per L&A Share under the Share Offer of HK$0.0480575 represents a discount of approximately 7.58% to the closing price of L&A Shares of HK$0.052 as quoted on the Stock Exchange on 9 September 2016.

On the other hand, the implied issue price of approximately HK$0.267 per new WLS Share (being the closing price of HK$0.052 per L&A Share as quoted on the Stock Exchange on 9 September 2016 multiplied by 400, and minus HK$5.60; and then divided by 57) represents a premium of approximately 11.72% over the closing price of WLS Shares of HK$0.239 as quoted on the Stock Exchange on 9 September 2016, being the last trading day before the date of the Second Offer Announcement.

Based on the closing price per WLS Share of HK$0.241 as quoted on the Stock Exchange on the Latest Practicable Date, and the exchange ratio of 57 WLS Shares plus HK$5.60 in cash per 400 L&A Shares, the ascribed value per L&A Share under the Share Offer is HK$0.0483425. Such ascribed value per L&A Share under the Share Offer of HK$0.0483425 represents a premium of approximately 5.09% over the closing price of L&A Shares of HK$0.046 as quoted on the Stock Exchange on the Latest Practicable Date.

On the other hand, the implied issue price of approximately HK$0.225 per new WLS Share (being the closing price of HK$0.046 per L&A Share as quoted on the Stock Exchange on the Latest Practicable Date multiplied by 400, and minus HK$5.60; and then divided by 57) represents a discount of approximately 6.64% to the closing price of WLS Shares of HK$0.241 as quoted on the Stock Exchange on the Latest Practicable Date.

Highest and lowest prices of L&A Shares

During the period commencing on 28 January 2016, being the date falling six months before 28 July 2016 (which is the commencement date of the Offers) up to and including the Latest Practicable Date, the highest closing price of L&A Shares as quoted on the Stock Exchange was HK$0.788 on 6 April 2016, and the lowest closing price of L&A Shares as quoted on the Stock Exchange was HK$0.021 on 15 July 2016.

– 9 –

LETTER FROM THE WLS BOARD

PRE-CONDITION

The transactions contemplated under the Offers (comprising the acquisition of L&A Shares by Favourite Number which is a joint venture formed by Apex Gain and Mr. Hue, the issue of WLS Shares (including the Additional WLS Shares) by WLS as more particularly described in the sub-paragraph headed “INFORMATION ON FAVOURITE NUMBER AND MR. HUE – New Shareholders’ Agreement in relation to and establishment of Favourite Number – 3. Contribution to the Offers” on page 17 of this circular and the paragraph headed “SPECIFIC MANDATE” on page 27 of this circular) constitute a very substantial acquisition for WLS for the purpose of the GEM Listing Rules. Accordingly, the Offers will be made after satisfaction of the Pre-condition that the Specific Mandate, the Transactions and the transactions contemplated thereunder have been approved by the WLS Shareholders at the WLS SGM in accordance with the GEM Listing Rules. The Pre-condition cannot be waived.

CONDITIONS OF THE OFFERS

The Share Offer, if made, will be conditional upon:

(a) valid acceptances of the Share Offer having been received at or before 4:00 p.m. on the Closing Date in respect of the L&A Shares which will result in Favourite Number and parties acting in concert with it holding more than 50% of the L&A Shares then in issue;
(b) the Stock Exchange having granted its approval for the listing of, and permission to deal in, the new WLS Shares to be allotted and issued pursuant to the Specific Mandate;
(c) no event having occurred which would make the Share Offer or the acquisition of any L&A Shares by Favourite Number void, unenforceable, illegal or which would prohibit the implementation of the Share Offer;
(d) subject to Note 2 to Rule 30.1 of the Takeovers Code, no government, governmental, quasi-governmental, statutory or regulatory authority, body, agency, tribunal, court or institution in any jurisdiction including the SFC and the Stock Exchange having taken or instituted any action, proceeding, act, investigation or enquiry, or enacted or made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order that would make the Share Offer void, unenforceable or illegal or prohibit the implementation of, or which would impose any material conditions or obligations with respect to the Share Offer or any part thereof;
(e) the L&A Shares remaining listed and traded on the Stock Exchange up to the Closing Date (or, if earlier, the Unconditional Date) save for any temporary suspension(s) of trading in the L&A Shares as a result of or in connection with the Share Offer and no indication being received on or before the Closing Date (or, if earlier, the Unconditional Date) from the SFC and/or the Stock Exchange to the effect that the listing of the L&A Shares on the Stock Exchange is or is likely to be withdrawn, other than as a result of either of the Share Offer or anything done or caused by or on behalf of Favourite Number or parties acting in concert with it; and
(f) subject to Note 2 to Rule 30.1 of the Takeovers Code, since the date of the last audited consolidated financial statements of L&A, there have been no change, effect, fact, event or circumstance which has had or would reasonably be expected to have a material adverse effect on, or to cause a material adverse change in, the general affairs, management, financial position, business, prospects, conditions (whether financial, operational, legal or otherwise),

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LETTER FROM THE WLS BOARD

earnings, solvency, current or future consolidated financial position, shareholders’ equity or results of operations of L&A or any member of the L&A Group, whether or not arising in the ordinary course of business.

Favourite Number reserves the right to waive conditions (d), (e) and (f) above in whole or in part. As at the Latest Practicable Date, none of the above conditions precedent had been fulfilled or waived and Favourite Number did not have any intention to waive conditions (d), (e) and (f).

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, Favourite Number should not invoke any of the above conditions precedent (except for condition (a)) so as to cause the Share Offer to lapse unless the circumstances which give rise to the right to invoke such conditions are of material significance to Favourite Number in the context of the Share Offer.

Favourite Number confirms that based on the information in the announcements and other documents published by L&A on the website on the Stock Exchange, as at the Latest Practicable Date, Favourite Number did not know any events which can reasonably be expected to lead to condition (d) or (f) being invoked.

An announcement will be published on satisfaction of the Pre-condition.

The Option Offer is conditional upon the Share Offer becoming unconditional in all aspects.

In accordance with Rule 15.3 of the Takeovers Code, Favourite Number must publish an announcement when the Offers become or are declared unconditional as to acceptances and when the Offers become or are declared unconditional in all respects. The Offers must also remain open for acceptance for at least 14 days after the Offers become unconditional.

FURTHER TERMS OF THE OFFERS

New WLS Shares to be issued

The new WLS Shares to be issued under the Offers, if it is made, will be issued free from all liens, charges and encumbrances and together with all rights attaching to them, including the right to receive all dividends and other distributions, if any, declared, made or paid on or after the Closing Date. There will be no restrictions on the transfer of the new WLS Shares to be issued under the Offers.

Application for listing

An application will be made to the Stock Exchange for the listing of, and permission to deal in, the new WLS Shares to be allotted and issued pursuant to the Specific Mandate.

Dealing in securities of WLS may be settled through CCASS and that investors should seek the advice of their stockbroker or the professional adviser for detail of such settlement arrangement.

Acceptance of the Offers

Acceptance of the Share Offer by any L&A Shareholder will be deemed to constitute a warranty by such person that all the L&A Shares to be sold by such person under the Share Offer will be free from all liens, charges, options, claims, equities, adverse interests, rights of pre-emption and any other third party rights or encumbrances of any nature whatsoever and together with all rights accruing or attaching thereto,

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LETTER FROM THE WLS BOARD

including, without limitation, the right to receive in full dividends and other distributions declared, made or paid, if any, on or after the Closing Date.

Acceptance of the Option Offer by any holder of the L&A Options will be deemed to constitute a warranty by such person that the number of L&A Options to be tendered for cancellation are valid and subsisting and are surrendered and renounced free from all liens, charges, mortgages, encumbrances, rights of pre-emption and any other third-party rights of any nature and together with all rights attaching to them as on or after the date of the Offer Document.

Arrangements relating to the issue of odd lots of WLS Shares

WLS Shares are currently traded in board lots of 10,000 WLS Shares each. As a result of the Offers, accepting L&A Shareholders should note that they may receive WLS Shares which are not in multiple board lots of the WLS Shares, and dealings in odd lots of the WLS Shares may be at a price below the then prevailing market price of the WLS Shares.

Acceptors of the Offers who wish to sell their odd lots of the WLS Shares received under the Offers should contact their own broker. In addition, a securities firm will be appointed (the “ Odd Lot Trader ”) to provide matching service, on a best efforts basis, to those L&A Shareholders who wish to acquire odd lots of the WLS Shares to make up a full board lot or to dispose of their holdings of odd lots of WLS Shares (the “ Matching Service ”) during the period of 30 calendar days commencing from (and including) the dealing date of the new WLS Shares.

The Matching Service will also be available to the existing WLS Shareholders.

Further details in connection with the Matching Service will be announced in due course.

Accepting L&A Shareholders and accepting holders of the L&A Options (as the case may be) who will receive the WLS Shares under the Offers and other WLS Shareholders should note that the successful matching of odd lots of the WLS Shares referred to above is not guaranteed. They are advised to consult their own professional advisers if they are in doubt about any of these arrangements.

Hong Kong stamp duty

Seller’s ad valorem stamp duty at a rate of 0.1% of the market value of the L&A Shares or consideration payable by Favourite Number in respect of the relevant acceptances of the Share Offer, whichever is higher, will be deducted from the amount payable to the relevant L&A Shareholder on acceptance of the Share Offer. Favourite Number will arrange payment of the stamp duty on behalf of the accepting L&A Shareholders in connection with the acceptance of the Share Offer and the transfer of their L&A Shares.

Availability of the Offers

Favourite Number intends to make available the Offers to all L&A Shareholders and all holders of the L&A Options (as the case may be), including those who are resident outside Hong Kong. The availability of the Offers to persons not resident in Hong Kong may be affected by the laws of the relevant jurisdictions. Persons who are not resident in Hong Kong should inform themselves about and observe any applicable requirements in their own jurisdictions, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with the other necessary formalities and the payment of any issue, transfer or other fares due in such jurisdiction.

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LETTER FROM THE WLS BOARD

In the event that the receipt of the Offer Document by overseas L&A Shareholders and holders of the L&A Options (as the case may be) is prohibited by any applicable laws and regulations or may only be effected upon compliance with conditions or requirements in such overseas jurisdictions that would be unduly burdensome, the Offer Document, subject to the Executive’s consent, will not be despatched to such overseas L&A Shareholders and holders of the L&A Options (as the case may be). Favourite Number will apply for any waivers as may be required pursuant to Note 3 to Rule 8 of the Takeovers Code at such time.

As at the Latest Practicable Date, Favourite Number has not yet obtained the list of shareholders of L&A and the list of holders of the L&A Options so as to ascertain whether there is any overseas L&A Shareholders and holders of the L&A Options. Favourite Number will liaise with L&A to obtain such lists and any arrangements for overseas L&A Shareholders and holders of the L&A Options (as the case may be) to collect the Offer Document will be set out in a further announcement.

Closing of the Offers

Except with the consent of the Executive, all conditions to the Offers must be fulfilled (or, if permissible, waived) or the Offers must lapse within 21 days of the Closing Date or of the date the Offers become or are declared unconditional as to acceptances, whichever is the later. The latest date on which Favourite Number can declare the Offers unconditional as to acceptances is 7:00 p.m. on the Long Stop Date.

If the conditions to the Offers are fulfilled (or, if permissible, waived), the L&A Shareholders will be notified by an announcement in accordance with the Takeovers Code and the GEM Listing Rules as soon as practicable thereafter.

Settlement of consideration

The consideration for the Offers will be settled by way of cash and the issue of new WLS Shares. New share certificates of WLS Shares and cheques will be posted by ordinary post to the L&A Shareholders and holders of the L&A Options (as the case may be) accepting the Offers at his/her/its own risk as soon as possible, but in any event within seven business days following the later of (i) the date on which the Offers becomes or are declared unconditional in all respects and (ii) the date on which receipt of a complete and valid acceptance of the Offers with which relevant L&A Shares and the L&A Options (as the case may be) is duly tendered.

L&A Shareholders and holders of the L&A Options (as the case may be) should be aware that in accepting the Offers, any resulting fractions of a new WLS Share will be disregarded and such fractions of a new WLS Share will not be issued. No fraction of a cent will be payable and the amount of cash consideration payable to a L&A Shareholder and a holder of the L&A Options (as the case may be) who accepts the Offers will be rounded up to the nearest cent.

Confirmation of financial resources

Favourite Number will finance the cash required for the Offers from its own cash reserves, all of which are contributed by Mr. Hue from his own cash on hand and the Gold Medal Loan.

VBG, being the financial adviser to Favourite Number in respect of the Offers, has confirmed that it is satisfied that sufficient financial resources are available to Favourite Number to satisfy full acceptance of the Offers in accordance with its terms.

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LETTER FROM THE WLS BOARD

PUBLIC FLOAT OF L&A AND WLS

Should the Offers become unconditional, the directors of Favourite Number and the new directors (if any) to be appointed to the board of directors of L&A by Favourite Number will jointly and severally undertake to the Stock Exchange to take appropriate steps, including but not limited to possible place down of the L&A Shares, to ensure that sufficient public float exists in L&A.

Favourite Number does not intend to exercise any rights of compulsory acquisition that may be or become available in respect of the L&A Shares.

The Stock Exchange has stated that if, at the completion of the Offers, less than 25% of the L&A Shares and/or WLS Shares are held by the public, or if the Stock Exchange believes that:

(a) a false market exists or may exist in the trading in the L&A Shares and/or WLS Shares; or
(b) there are insufficient L&A Shares and/or WLS Shares in public hands to maintain an orderly market,

then it will consider exercising its discretion to suspend trading in the L&A Shares and/or WLS Shares.

Upon completion of the Offers, if the public float of the L&A Shares is below 25%, i.e. the minimum public float under the GEM Listing Rules, trading in the L&A Shares may be suspended until a sufficient level of public float can be attained.

REASONS FOR THE OFFERS

Background leading up to the Offers

On 19 May 2016, L&A announced the proposed sub-division of every one (1) existing issued and unissued L&A Share into five (5) subdivided L&A Shares. It is noted that before 6 July 2016, the market prices of L&A Shares (after adjustments due to the aforesaid subdivision) were stable and stayed above HK$0.40 over the past one year most of the time. There was a sudden significant drop in the price on 6 July 2016 from HK$0.395 the highest to HK$0.017 the lowest and closed at HK$0.032. Thereafter, the market prices of L&A Shares had remained at a historically low level of below HK$0.030. Trading in the L&A Shares was suspended between 22 July 2016 (afternoon session only) and 28 July 2016 (full trading day). After the resumption of trading, the market prices of L&A Shares rose to above HK$0.040 but are still below HK$0.060 as at the date of the Second Offer Announcement. The WLS Directors consider the market price of L&A Shares to be attractive at the current stage.

In or around early July 2016, Mr. Hue noted the sudden decline of the market price of the L&A Shares and started to consider whether it was feasible to acquire a majority stake in L&A. Mr. Hue then started to arrange financing for the possible acquisition of L&A Shares. On 21 July 2016, Mr. Hue approached Mr. Ng Tang (“ Mr. Ng ”), an executive WLS Director, to see if WLS was interested in making the Offers. Mr. Hue is a personal friend of Mr. Ng. Mr. Ng then reported this possible investment opportunity to the WLS Board for discussion and consideration.

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LETTER FROM THE WLS BOARD

Reasons and benefits of the Offers

As one of the principal businesses of the WLS Group is securities investment, the WLS Directors are of the view that the Offers represent an opportune investment of WLS given the current exceptionally low market capitalisation of L&A as compared to the previous levels. WLS intends to hold the L&A Shares for the medium run. Should the market price of L&A Shares bounce back, the WLS Group shall be able to enjoy considerable returns from such stock speculation, and thereby improving its financial performance. It is intended that WLS participates in the Offers through a joint venture which it has 47% of shareholding interest such that L&A will at no point of time be a subsidiary of WLS during or after completion of the Offers, and hence the financial results of L&A will not be consolidated into those of the WLS Group.

Although the L&A Group is principally engaged in the manufacturing and selling of garments, which is unrelated to the principal businesses of the WLS Group, the WLS Directors are of the view that diversification of its principal businesses could help reduce the effect of the industry-specific risks affecting the WLS Group. As disclosed in WLS Group’s annual report for the year ended 30 April 2016, the severe competition and inadequate labour in the construction industry has dragged down the WLS Group’s profit margin in recent years. In order to improve the financial performance of the WLS Group, the WLS Directors feel that there is an urgent need to diversify its business portfolio and put more effort into the development of new businesses. As disclosed above, the WLS Directors wish to emphasize that the indirect investment in L&A is in line with the Group’s securities investment segment. The WLS Directors confirm that, as at the Latest Practicable Date, WLS had no intention to scale down or terminate or dispose of the existing businesses of the WLS Group.

Furthermore, as stated in L&A’s first quarterly report for the three months ended 30 June 2016, L&A Group has obtained a money lending licence on 30 June 2016. The WLS Directors also noted the view of L&A’s directors that should it materialise, the money lending business of L&A would extend the scope of the L&A Group’s existing business and broaden the L&A Group’s revenue basis to enhance profitability. As one of the principal businesses of WLS is money lending, the WLS Directors consider that synergy between the money lending businesses of the WLS Group and the L&A Group can be achieved through the Offers. For example, the WLS Group could assist the L&A Group to set up its money lending business by sharing the experiences and knowhow in operating such business (for instance, internal control policies, market information, etc.). With the existing business network of the WLS Group and the L&A Group, the two listed groups together could achieve a larger market share in the money lending industry by cross-referrals.

The WLS Directors believe that the development of the L&A Group in the money lending industry may potentially improve L&A’s financial results and in turn increase the market price of the L&A Shares. If it so happens, the WLS Group shall be able to enjoy considerable returns from its investment in L&A through Favourite Number.

In light of the reasons set out above, the WLS Directors are of the view that even though the L&A Group incurred a loss for the year ended 31 March 2016 and that the market price of the L&A Shares has remained relatively low as at the Latest Practicable Date, it is not a comparatively significant factor for consideration and the impact of L&A Group’s current financial results on the WLS Group would be relatively immaterial as balanced against the potential returns from such stock speculation.

In addition, although the issue of new WLS Shares under the Offers would create dilution from approximately 22.30% to approximately 22.36% (depending on whether any L&A Options are exercised) to the shareholding interests of the existing WLS Shareholders, as balanced against the fact that the Offers on the part of WLS does not require any cash outlay, the existing business and operations of the WLS Group would not be affected by the WLS Group’s participation in the Offers.

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LETTER FROM THE WLS BOARD

The WLS Directors confirm that the terms and conditions of the Offers and the transactions contemplated thereunder are fair and reasonable and on normal commercial terms. Having considered the terms and conditions of the Offers and the possible considerable returns from such stock speculation in the medium run, the WLS Directors further confirm that the Offers and the transactions contemplated thereunder are in the interests of WLS and the WLS Shareholders as a whole regardless of the possible response of the existing management of L&A as the public L&A Shareholders (based on publicly-available information) are holding the majority of L&A’s total issued shares.

Favourite Number’s intentions in relation to L&A and the Enlarged FN Group

Favourite Number intends to nominate a majority number of directors to the board of directors of L&A (including Mr. Hue who shall be appointed as an executive director of L&A) and obtain control of the board of directors of L&A following completion of the Offers, and may also seek the resignation or removal of some or all of the existing directors of L&A. Any changes to the board of directors of L&A will be made in compliance with the Takeovers Code, the GEM Listing Rules and the constitutional documents of L&A. Further announcement(s) will be made upon the appointment of new director(s) and/or resignation of the existing director(s) of L&A accordingly.

Favourite Number intends that L&A shall remain listed on the Stock Exchange and has no intention to discontinue any of the existing business of the L&A Group and such business will be conducted in the manner in which they are presently conducted immediately following completion of the Offers. While holding the L&A Shares for stock investment, Favourite Number does not obviate the opportunity of further developing and expanding the business of the Enlarged FN Group. To achieve this, Favourite Number will conduct a comprehensive strategic review on the Enlarged FN Group. However, as at the Latest Practicable Date, Favourite Number did not have any intention to dispose of and scale down any of the existing business of the L&A Group nor have any intention to inject any new assets and business to the L&A Group.

Should there be any downturn in the performance of the business of L&A or any adverse market condition, WLS and Mr. Hue will bear the resulting financial risk proportionate to their respective shareholding interests in Favourite Number.

INFORMATION ON FAVOURITE NUMBER AND MR. HUE

Favourite Number, being the offeror of the Offers, is a company incorporated in the British Virgin Islands on 28 June 2016 and is principally engaged in investment holding. Favourite Number has been owned as to 47% by Apex Gain (a wholly-owned subsidiary of WLS) and as to 53% ultimately and beneficially by Mr. Hue since its activation on 22 July 2016.

Mr. Hue, aged 38, is a Hong Kong resident. He graduated with a Bachelor of Finance Degree from Trinity Western University in Canada. Mr. Hue is a private investor and has over ten years of experience in the media, advertising and publishing industry with extensive management experience. Mr. Hue’s family holds properties for investment purpose in Taiwan, and he did not hold any directorship in any public listed companies in Hong Kong or overseas.

L&A is a third party independent of WLS and its Connected Persons. Mr. Hue is not a Connected Person of WLS nor their respective associates (for the purpose of the GEM Listing Rules). However, Mr. Hue (i) is a co-shareholder with Apex Gain in Favourite Number under the New Shareholders’ Agreement; (ii) is the borrower of the Gold Medal Loan; and (iii) may issue the Promissory Note to Apex Gain against the delivery of the Additional WLS Shares at his direction. For details of the Gold Medal Loan and the issue of

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LETTER FROM THE WLS BOARD

the Promissory Note, please refer to the paragraph headed “GOLD MEDAL LOAN” on page 26 of this circular and the sub-paragraph headed “INFORMATION ON FAVOURITE NUMBER AND MR. HUE – New Shareholders’ Agreement in relation to and establishment of Favourite Number – 3. Contribution to the Offers” on page 17 of this circular respectively.

New Shareholders’ Agreement in relation to and establishment of Favourite Number

On 29 July 2016, Mr. Hue, Apex Gain, WLS and Favourite Number entered into a shareholders’ agreement for establishment and to regulate the management and affairs of Favourite Number. Subsequently on 5 August 2016, 9 August 2016, 15 August 2016 and 12 September 2016 respectively, the parties thereto entered into four supplemental agreements to amend certain terms of the original shareholders’ agreement. The major terms of the New Shareholders’ Agreement are summarised below:

1. Scope of business

Favourite Number is established for the purpose of making the Offers and holding the L&A Shares to be acquired under the Offers.

Any change of the principal business of Favourite Number or further investment of any kind shall require the approval of all shareholders of Favourite Number.

Given that if the Offers do not become unconditional or are not declared unconditional, the paid up capital of Favourite Number will only comprise US$100, represented by the 100 shares of Favourite Number currently in issue. The WLS Directors will consider whether to dissolve Favourite Number if such event happens in due course.

2. Terms and conditions of the Offers

Each of Mr. Hue, Apex Gain, WLS and Favourite Number has agreed that Favourite Number makes the Offers on the basis and subject to the Pre-condition and conditions as set out in this circular.

3. Contribution to the Offers

As at the Latest Practicable Date, the number of the issued shares of Favourite Number was 100, of which 53 belong to Mr. Hue and 47 belong to Apex Gain.

On (i) the Unconditional Date and (ii) subsequent day(s) when the settlement of the consideration to the L&A Shareholders and holders of the L&A Options (as the case may be) who accept the Offers is due, Favourite Number will call for the subscription of additional shares by its shareholders (being Mr. Hue and Apex Gain) concurrently for the purpose of financing the Offers as described below:

	Proportion of
	additional shares to be
	subscribed by the
	shareholders of
Party	Favourite Number
Mr. Hue	53
Apex Gain	47

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LETTER FROM THE WLS BOARD

Contribution by Mr. Hue

The subscription price for the subscription of new shares of Favourite Number to be paid by Mr. Hue shall be determined according to the following formula:

In respect of acceptance of the Share Offer by L&A Shareholders:

The number of L&A Shares

under the valid acceptances of the Share Offer × (HK$5.60 plus 20 WLS Shares) 400

In respect of acceptance of the Option Offer by holders of the L&A Options:

The number of L&A Options under the valid acceptances of the Option Offer × 100

(HK$0.7775 plus 8 x 20/57 WLS Shares)

Contribution of cash by Mr. Hue

It is agreed under the New Shareholders’ Agreement that the subscription price to be paid by Mr. Hue in cash for subscription of his additional shares in Favourite Number shall be capped at HK$361,200,000.

Pursuant to the terms of the New Shareholders’ Agreement, Mr. Hue has already deposited approximately HK$362,000,000 in immediately available funds to a bank account designated by Favourite Number and irrevocably authorised Favourite Number and/or any other party to the New Shareholders’ Agreement to arrange the application thereof in satisfaction of the subscription price referred to above.

Scenario One

As at the Latest Practicable Date, based on publicly-available information, there were 25,600,000,000 L&A Shares in issue and 200,000,000 L&A Options outstanding. Assuming that there will be no change in the issued share capital of L&A since the Latest Practicable Date and up to the Closing Date, the maximum subscription price to be paid in cash by Mr. Hue for the subscription of his additional shares in Favourite Number pursuant to the New Shareholders’ Agreement is HK$359,955,000 (representing the cash portion of the Share Offer of HK$358,400,000 as well as the cash portion of the Option Offer of HK$1,555,000).

Scenario Two

In the event that all outstanding L&A Options are exercised before the Closing Date, L&A will have to issue 200,000,000 new additional L&A Shares. Assuming that the Share Offer is accepted in full (including all new L&A Shares issued and allotted as a result of the exercise of the L&A Options), the maximum subscription price to be paid in cash by Mr. Hue for the subscription of his additional shares in Favourite Number pursuant to the New Shareholders’ Agreement is HK$361,200,000 (representing the cash portion of the Share Offer only).

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LETTER FROM THE WLS BOARD

Contribution of WLS Shares by Mr. Hue

To satisfy the securities portion of the consideration for the Offers in full, Mr. Hue will contribute (i) 20 WLS Shares for every 400 L&A Shares in respect of which the Share Offer is accepted; and (ii) 8 × 20/57 WLS Shares for every 100 outstanding L&A Options in respect of which the Option Offer is accepted (each such WLS Share, an “ Additional WLS Share ”).

Pursuant to the terms of the New Shareholders’ Agreement, the price of such Additional WLS Shares to be contributed by Mr. Hue was fixed at HK$0.2578 (the “ Agreed Price ”) per Additional WLS Share.

Scenario One

Under Scenario One, the aggregate price of the maximum number of Additional WLS Shares that Mr. Hue is required to pay is HK$331,431,298 (i.e. HK$0.2578 * {(25,600,000,000 * 20/ 400) + (200,000,000 * 0.08 * 20/ 57)}), which will be settled by Mr. Hue by way of the delivery of the Promissory Note in the maximum principal amount of HK$331,431,298 issued by him to Apex Gain. The actual principal amount of the Promissory Note will depend on the level of acceptances under the Offers.

Scenario Two

Under Scenario Two, the aggregate price of the maximum number of Additional WLS Shares that Mr. Hue is required to pay is HK$332,562,000 (i.e. HK$0.2578 * 25,800,000,000 * 20/ 400), which will be settled by Mr. Hue by way of the delivery of the Promissory Note in the maximum principal amount of HK$332,562,000 issued by him to Apex Gain. The actual principal amount of the Promissory Note will depend on the level of acceptances under the Share Offer.

The Promissory Note will be unsecured and non-interest bearing, will mature on the second anniversary of its issue and will be repayable in cash. The terms of the provision of such Additional WLS Shares by Apex Gain to Mr. Hue and the Promissory Note were arrived at by the parties after arm’s length negotiations. Taking into account Mr. Hue’s shareholding interest in Favourite Number and that L&A Shares are liquid assets and the due diligence work done on Mr. Hue (including but not limited to conducting legal search), the WLS Directors are of the view that Mr. Hue will be able to repay the principal amount of the Promissory Note upon its expiry. The Agreed Price of HK$0.2578 per WLS Share was agreed among WLS, Apex Gain and Mr. Hue based on arm’s length negotiations with reference to the closing price of the WLS Shares on the Last Trading Day as well as the latest net assets per WLS Share as at 30 April 2016. Taking into account Mr. Hue’s cash contribution to the Offers, the WLS Directors consider that it is reasonable for the Agreed Price per WLS Share to be set at discount to its market price.

Moreover, as the Agreed Price represents (i) a discount of approximately 16.84% to the closing price of WLS Shares of HK$0.310 as quoted on the Stock Exchange on the Last Trading Day which is within the 20% discount threshold; (ii) a premium of approximately 6.97% over the closing price of WLS Shares of HK$0.241 as quoted on the Stock Exchange on the Latest Practicable Date; and (iii) a premium of approximately 309.21% over the audited consolidated net assets per WLS Share of approximately HK$0.063 as at 30 April 2016 as mentioned in the sub-paragraph headed “CONSIDERATION FOR THE OFFERS – Comparisons of value” on page 8 of this circular, the WLS Directors consider the Agreed Price to be fair and reasonable.

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LETTER FROM THE WLS BOARD

Having also considered that (i) the above arrangement is part and parcel to the Offers; and (ii) the maximum contribution to be made by Mr. Hue is HK$693,762,000 in total (based on the cash to be contributed by Mr. Hue to the Share Offer under Scenario Two and the Agreed Price per WLS Share to be contributed by Mr. Hue), out of which HK$361,200,000 (i.e. more than half of his total contribution) will be contributed by Mr. Hue in cash, the WLS Directors consider that such arrangement (including that the Promissory Note being unsecured and non-interest bearing) is on normal commercial terms and are fair and reasonable and in the interests of WLS and the WLS Shareholders as a whole.

In conclusion, under Scenario One, Mr. Hue will be contributing to the Offers a maximum of HK$359,955,000 in cash and 1,285,614,035 WLS Shares (i.e. (25,600,000,000 * 20/400) + (200,000,000 * 0.08 * 20/57)), which he will acquire through arrangements with Apex Gain pursuant to the New Shareholders’ Agreement. Under Scenario Two, Mr. Hue will be contributing to the Share Offer HK$361,200,000 in cash and 1,290,000,000 WLS Shares (i.e. 25,800,000,000 * 20/400), which he will acquire through arrangements with Apex Gain pursuant to the New Shareholders’ Agreement.

Contribution by Apex Gain

The subscription price for the subscription of new shares of Favourite Number to be paid by Apex Gain shall be determined according to the following formula:

In respect of acceptance of the Share Offer by L&A Shareholders:

For every 400 L&A Shares validly accepted under the Share Offer… 37 WLS Shares

In respect of acceptance of the Option Offer by holders of the L&A Options:

The number of L&A Options under the valid acceptances of the Option Offer

× 8 x 37/57 WLS Shares 100

Contribution of cash by Apex Gain

Under both Scenario One and Scenario Two, Apex Gain is not required to contribute any cash for the making the Offers pursuant to the New Shareholders’ Agreement.

Contribution of WLS Shares by Apex Gain

Scenario One

Under Scenario One, the maximum subscription price to be paid by Apex Gain for subscription of its additional new shares of Favourite Number (the “ Apex Gain’s Contribution ”) is approximately HK$613,147,902 (i.e. HK$0.2578 * {(25,600,000,000 * 37/ 400) + (200,000,000 * 0.08 * 37/ 57)}). The Apex Gain’s Contribution shall be satisfied by WLS, allotting and issuing, credited as fully paid at the Agreed Price, of such number of new WLS Shares ultimately and directly to the accepting L&A Shareholders and the accepting holders of the L&A Options (as the case may be) at the direction of Favourite Number. Accordingly, a maximum of 2,378,385,965 WLS Shares (i.e. HK$613,147,902/ HK$0.2578) may be allotted and issued under the Apex Gain’s Contribution.

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LETTER FROM THE WLS BOARD

Scenario Two

Under Scenario Two, the maximum Apex Gain’s Contribution is HK$615,239,700 (i.e. HK$0.2578 * 25,800,000,000 * 37/ 400). The Apex Gain’s Contribution shall be satisfied by WLS, allotting and issuing, credited as fully paid at the Agreed Price, of such number of new WLS Shares ultimately and directly to the accepting L&A Shareholders at the direction of Favourite Number. Accordingly, a maximum of 2,386,500,000 WLS Shares (i.e. HK$615,239,700/ HK$0.2578) may be allotted and issued under the Apex Gain’s Contribution.

In conclusion, under Scenario One, Apex Gain will be contributing a maximum of 2,368,000,000 WLS Shares and 10,385,965 WLS Shares to the Share Offer and the Option Offer respectively. Under Scenario Two, Apex Gain will be contributing a maximum of 2,386,500,000 WLS Shares to the Share Offer.

To this end, taking into account the cash to be contributed by Mr. Hue to the Offers as well as the Agreed Price per WLS Share to be contributed by Mr. Hue and Apex Gain for the Offers, the contributions to be made by Mr. Hue (Scenario One: HK$691,386,298 in total; Scenario Two: HK$693,762,000 in total) and Apex Gain (Scenario One: HK$613,147,902; Scenario Two: HK$615,239,700) to Favourite Number are proportionate to their respective shareholding interests (53%/ 47%) in Favourite Number.

Accordingly, they will bear all risk & benefits proportionate to their respective shareholdings in Favourite Number. Each of Apex Gain and Mr. Hue will, based on their contributions, receive corresponding number of L&A Shares tendered in the Share Offer in proportion to their respective financial contribution in Favourite Number.

For clarification purpose, as such amounts are calculated based on, among other things, the Agreed Price of HK$0.2578 per WLS Share, their total is not equivalent to the total value of the Offers of HK$1,495,795,000 (in Scenario One) and HK$1,500,915,000 (in Scenario Two), which are calculated based on, among other things, the closing price of the WLS Shares of HK$0.310 as at the Last Trading Day.

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LETTER FROM THE WLS BOARD

For illustration purpose, below are the charts showing how the Offers are contributed by Mr. Hue and Apex Gain pursuant to the terms of the New Shareholders’ Agreement:

As at the Latest Practicable Date:

==> picture [338 x 243] intentionally omitted <==

----- Start of picture text -----

WLS
100%
Apex Gain Mr. Hue
47% 53%
Holding of issued share capital in Favourite Holding of issued share capital in Favourite
Number = US$47 Number = US$53
Offeror –
Favourite Number
Total issued share capital = US$100
----- End of picture text -----

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LETTER FROM THE WLS BOARD

Scenario 1: Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and no outstanding L&A Options are exercised and all L&A Options are tendered for cancellation)

==> picture [472 x 457] intentionally omitted <==

----- Start of picture text -----

WLS
Additional WLS Shares:
100% at the request of Apex Gain,
issue up to 1,285,614,035 WLS Shares to
Mr. Hue or to his order
(i.e. ultimately and directly to
the L&A Shareholders and holders
of L&A Options)
Apex Gain (47%)
US$47 + Mr. Hue (53%)
Consideration – Up to 2,378,385,965 WLS Shares US$53 + Consideration –
(i.e. approx. HK$613.15 million) (i) Cash portion: up to approx. HK$360.0 million
(ii) WLS Shares – up to 1,285,614,035 WLS Shares
(i.e. up to approx. HK$331.43 million) = Promissory Note
Total consideration: HK$691.43 million
Promissory Note
Apex Gain’s
(Zero coupon,
Contribution:
2 years,
at the request of
repayable
Apex Gain,
in cash)
issue up to
2,378,385,965
WLS Shares for
subscription
of shares of Offeror - Up to
HK$360.0 million in cash
Favourite Favourite Number
for subscription of shares of
Number Total issued share capital = US$100 +
Favourite Number
HK$1,304.58 million
Additional WLS Shares
L&A Shareholders and holders of L&A Options
----- End of picture text -----

At the request of Apex Gain, ultimately and directly, up to 3,664 million new WLS Shares (comprising the Apex Gain’s Contribution and the Additional WLS Shares)

– 23 –

LETTER FROM THE WLS BOARD

Scenario 2: Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised)

==> picture [476 x 458] intentionally omitted <==

----- Start of picture text -----

WLS
100% Additional WLS Shares:
at the request of Apex Gain,
issue up to 1,290 million WLS Shares to
Mr. Hue or to his order
(i.e. ultimately and directly to
the L&A Shareholders)
Apex Gain (47%)
US$47 + Mr. Hue (53%)
Consideration – Up to 2,386,500,000 WLS Shares US$53 + Consideration –
(i.e. approx. HK$615.24 million) (i) Cash portion: up to approx. HK$361.20 million
(ii) WLS Shares – up to 1,290 WLS Shares
(i.e. up to approx. HK$332.56 million) = Promissory Note
Total consideration: HK$693.76 million
Promissory Note
Apex Gain’s
(Zero coupon,
Contribution:
2 years,
at the request of
repayable
Apex Gain,
in cash)
issue up to
2,386,500,000
WLS Shares for
subscription
of shares of Offeror - Up to
HK$361.20 million in cash for
Favourite Favourite Number
subscription of shares of
Number Total issued share capital = US$100 +
Favourite Number
HK$1,309 million
Additional WLS Shares
L&A Shareholders
----- End of picture text -----

At the request of Apex Gain, ultimately and directly, up to 3,676.5 million new WLS Shares (comprising the Apex Gain’s Contribution and the Additional WLS Shares)

– 24 –

LETTER FROM THE WLS BOARD

4. Board and management

Unless otherwise agreed by its shareholders in writing, the number of directors of Favourite Number shall not be more than four (4) and each of Mr. Hue and Apex Gain shall have the right to nominate and remove up to two (2) directors.

Except otherwise agreed in writing by its shareholders, all decisions of the board of directors of Favourite Number shall be made by a simple majority vote of the directors provided that the directors shall only decide on matters not being reserved matters. Neither Mr. Hue nor Apex Gain is able to exert a significant influence over Favourite Number or its decision (including but not limited to the conduct of the bid).

It is further agreed that after completion of the Offers, WLS shall be responsible for overseeing the daily operations and financial control, as well as the overall strategic management of L&A while Mr. Hue shall also take an active role to participate in the overall strategic management and the formulation of future development plan of L&A through his directorship in L&A.

It is expected that the WLS Group will nominate the chief executive officer, the chief financial officer and the chief operation officer to the L&A Group. The WLS Board considers that such arrangement is in the interest of WLS and the WLS Shareholders.

5. General meeting and reserved matters

The quorum for any general meeting of Favourite Number shall be two (2) shareholders.

Notwithstanding the memorandum and articles of association of Favourite Number, and to the full extent permitted by applicable laws, each of Mr. Hue, Apex Gain and Favourite Number agree that, after the date of the New Shareholders’ Agreement, the transactions and matters listed below shall require the consent, authorisation or ratification of both Mr. Hue and Apex Gain:

(a) save as contemplated under the New Shareholders’ Agreement, changes in share capital of Favourite Number;
(b) vary of rights attaching to the shares of Favourite Number;
(c) save as contemplated under the New Shareholders’ Agreement, issue of new shares of Favourite Number;
(d) save as contemplated under the New Shareholders’ Agreement, change in nature of business of Favourite Number;
(e) save as contemplated under the New Shareholders’ Agreement, acquisitions or disposals of any business or assets in particular, the L&A Shares to be held by Favourite Number;
(f) appointing or removing of Favourite Number’s auditors;
(g) declaring, making or paying of any dividend (whether special, interim or final), or adopting or changing or deviating from the dividend policy of Favourite Number;

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LETTER FROM THE WLS BOARD

(h) commence, defend, compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any liability, claim, action, demand or dispute, or waive any of the rights in relation to any of the foregoing; and
(i) approving any resolution to wind up Favourite Number (whether by way of compulsory winding-up or creditors’ voluntary winding-up or otherwise) or enter into receivership or make any composition or arrangement with its creditors.

6. Transfer of shares

Except with the written consent of the other shareholder of Favourite Number, neither Mr. Hue nor Apex Gain shall have any right to mortgage, pledge, charge or transfer any of their shares in Favourite Number or any interest therein.

7. Profit sharing and dividend

Profits made by Favourite Number, if any, will be distributed to the shareholders of Favourite Number by way of dividend. Declaring, making or paying of any dividend is one of the reserved matters above which require the consent of both Mr. Hue and Apex Gain.

8. Deadlock

The shareholders of Favourite Number shall refer any matter subject to discussion which becomes a deadlock to the arbitrator and the scope of the arbitrator’s judgment shall be whether the proposed course of action effectively furthers the business purposes of Favourite Number and whether it is a commercially reasonable course of action.

GOLD MEDAL LOAN

On 10 August 2016, Gold Medal entered into the Gold Medal Loan Agreement with Mr. Hue, pursuant to which Gold Medal advanced to Mr. Hue a term loan in the principal amount of HK$40,000,000, bearing interest at a rate of 8% per annum for a period of two years. Mr. Hue shall repay the interest accrued on the Gold Medal Loan half-yearly and repay the principal amount of the Gold Medal Loan and (if any) all further sums owed by Mr. Hue to Gold Medal on the second anniversary of the Gold Medal Loan Agreement. The Gold Medal Loan was drawn on 10 August 2016 and Mr. Hue deposited such sum in the bank account designated by Favourite Number pursuant to the New Shareholders’ Agreement.

While the proceeds of the Gold Medal Loan form part of the cash consideration to be contributed by Mr. Hue to the Offers, the WLS Directors consider that the advance of the Gold Medal Loan Agreement is entered into within the ordinary course of business of Gold Medal which is a licensed money lender and the Gold Medal Loan, which has already been drawn down by Mr. Hue, should not be aggregated with the other transactions contemplated under the Offers.

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LETTER FROM THE WLS BOARD

The Gold Medal Loan was funded by internal resources of the WLS Group. The terms of the Gold Medal Loan Agreement (including the interest rate) were arrived at by the parties after arm’s length negotiations, with reference to commercial practice and the amount of the Gold Medal Loan. Gold Medal, being a wholly-owned subsidiary of WLS, is a holder of money lender license under the Money Lenders Ordinance. The WLS Directors consider that the grant of the Gold Medal Loan is in the ordinary and usual course of the WLS Group’s money lending business. Having considered the financial background of Mr. Hue and the interest income to be received by the WLS Group, the WLS Directors consider that the terms of the Gold Medal Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of WLS and the WLS Shareholders as a whole.

Given the WLS Group could receive interest income from providing the Gold Medal Loan and having considered the reasons and benefits of the Offers, the WLS Directors consider that the granting of the Gold Medal Loan and accepting the Promissory Note are in the interests of WLS and the WLS Shareholders.

Under the terms of the Gold Medal Loan Agreement, Mr. Hue can early repay the sum due under the Gold Medal Loan Agreement by advance notice. Given that the Gold Medal Loan is interest-bearing, Mr. Hue has represented to the WLS Group that he will repay the Gold Medal Loan in full if the Offers do not proceed or if the Pre-condition is not satisfied.

SPECIFIC MANDATE

Assuming no outstanding L&A Options are exercised before the Closing Date

The maximum number of new WLS Shares that may fall to be issued in connection with the Share Offer and the Option Offer is 3,648,000,000 and 16,000,000 respectively. The 3,664,000,000 new WLS Shares in total represents (i) approximately 28.70% of the existing issued share capital of WLS of 12,767,101,072 WLS Shares as at the Latest Practicable Date; and (ii) approximately 22.30% of the enlarged issued share capital of WLS of 16,431,101,072 WLS Shares immediately following the issue of the aforesaid number of new WLS Shares.

Assuming all outstanding L&A Options are exercised before the Closing Date

In the event that all outstanding L&A Options are exercised before the Closing Date, L&A will have to issue 200,000,000 new additional L&A Shares and L&A will have in aggregate 25,800,000,000 L&A Shares in issue. Therefore, the maximum number of new WLS Shares that may fall to be issued in connection with the Share Offer is 3,676,500,000. This represents (i) approximately 28.80% of the existing issued share capital of WLS of 12,767,101,072 WLS Shares as at the Latest Practicable Date; and (ii) approximately 22.36% of the enlarged issued share capital of WLS of 16,443,601,072 WLS Shares immediately following the issue of the aforesaid number of new WLS Shares.

All the WLS Shares (including the Additional WLS Shares) to be allotted and issued to satisfy the securities portion of the consideration for the Offers will be allotted and issued, credited as fully paid, by WLS ultimately and directly to the L&A Shareholders for the sole purpose of the Offers. As all the WLS Shares to be allotted and issued pursuant to the Specific Mandate will be applied towards settlement of the acceptance of the Offers, no cash proceeds will be received by WLS in connection with such allotment.

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LETTER FROM THE WLS BOARD

The actual number of WLS Shares to be allotted and issued under the Offers will depend on the level of acceptance under the Offers. All such WLS Shares will be allotted and issued ultimately and directly to the L&A Shareholders and the holders of the L&A Options (as the case may be) who accept the Offers against the allotment and issue of additional shares by Apex Gain in its share capital to WLS. The actual number of WLS Shares to be allotted and issued under the Offers will be determined as follows:

In respect of acceptance of the Share Offer by L&A Shareholders:

The number of L&A Shares under the valid acceptances of the Share Offer × 57 400

In respect of acceptance of the Option Offer by holders of the L&A Options:

The number of L&A Options under the valid acceptances of the Option Offer × 8 100

As at the Latest Practicable Date, Apex Gain was a wholly-owned subsidiary of WLS and through Apex Gain, WLS owns 47% of the issued share capital of Favourite Number, being the offeror of the Offers.

All the WLS Shares (including the Additional WLS Shares) will be allotted and issued by WLS ultimately and directly to the L&A Shareholders and the holders of the L&A Options (as the case may be) for the sole purpose of the Offers, after the Offers have become or are declared unconditional in accordance with the time limit prescribed under the Takeovers Code. In such connection, at all material time, no WLS Shares will be issued in the name of Apex Gain, Favourite Number or Mr. Hue and the effect of these arrangements is that all the new WLS Shares (including the Additional WLS Shares) will be issued directly to L&A Shareholders and the holders of the L&A Options (as the case may be) who accept the Offers and none of these WLS Shares (including the Additional WLS Shares) will at any time be legally or beneficially owned by WLS or any of its subsidiaries. The WLS Directors confirm that Favourite Number and Mr. Hue will not legally or beneficially own any WLS Shares and they are not agents or nominees of WLS or Apex Gain to purchase any WLS Shares.

All the WLS Shares to be allotted and issued under the Specific Mandate will ultimately and directly be issued to the L&A Shareholders and the holders of the L&A Options (as the case may be) who accept the Offers. For the avoidance of doubt, the arrangement about the allotment and issue of the WLS Shares is as follows:

(a) WLS at the request of Apex Gain (which is a wholly-owned subsidiary of WLS) to allot and issue (i) WLS Shares to Favourite Number (or to its order) as the Apex Gain’s Contribution; and (ii) the Additional WLS Shares to Mr. Hue (or to his order);
(b) as an arrangement between Apex Gain and Mr. Hue, Mr. Hue will then direct WLS to allot and issue the Additional WLS Shares to Favourite Number (or to its order) against the delivery of the Promissory Note; and
(c) Favourite Number will further direct WLS to allot and issue all the WLS Shares (including the Additional WLS Shares) that it may receive under paragraphs (a) and (b) above to the accepting L&A Shareholders and the holders of the L&A Options (as the case may be) for the sole purpose of the Offers.

– 28 –

LETTER FROM THE WLS BOARD

INFORMATION ON WLS

The WLS Group is principally engaged in (i) scaffolding services for construction and buildings work; (ii) fitting out services for construction and buildings work; (iii) management contracting services for construction and buildings work; (iv) gondolas, parapet railings and access equipment installation and maintenance services; (v) money lending business; and (vi) securities investment business.

Shareholding structure of WLS

As at the Latest Practicable Date, there were 12,767,101,072 WLS Shares in issue. Save and except for the outstanding share options granted by WLS to subscribe for 4,320,000 WLS Shares, there are no outstanding options, derivatives, warrants or other securities in issue convertible or exchangeable into WLS Shares.

Assuming that there will be no change in the issued share capital of WLS since the Latest Practicable Date and up to the Closing Date, the shareholding structure of WLS, both before and after completion of the Offers, are as follows:

WLS Shareholders Dr. So Yu Shing (Note 1) Mr. Kong Kam Wang (Note 1) Ms. Lai Yuen Mei, Rebecca (Note 1) Mr. So Wang Chun, Edmond (Note 1) Mr. Ng Tang (Note 1) Avant Capital Management (HongKong) Limited and its funds Existing public shareholders Acceptors of the Offers (Note 2) Total	As at the Latest Practicable Date No. of WLS Shares % 3,320,000 0.03 1,778,000 0.01 3,320,000 0.03 800,000 0.01 5,536,000 0.04 2,022,000,000 15.84 10,730,347,072 84.05 – – 12,767,101,072 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers, no L&A Options are exercised and all L&A Options are tendered for cancellation) No. of WLS Shares % 3,320,000 0.02 1,778,000 0.01 3,320,000 0.02 800,000 0.00 5,536,000 0.03 2,022,000,000 12.31 10,730,347,072 65.31 3,664,000,000 22.30 16,431,101,072 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised) No. of WLS Shares % 3,320,000 0.02 1,778,000 0.01 3,320,000 0.02 800,000 0.00 5,536,000 0.03 2,022,000,000 12.30 10,730,347,072 65.26 3,676,500,000 22.36 16,443,601,072 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised) No. of WLS Shares % 3,320,000 0.02 1,778,000 0.01 3,320,000 0.02 800,000 0.00 5,536,000 0.03 2,022,000,000 12.30 10,730,347,072 65.26 3,676,500,000 22.36 16,443,601,072 100.00
				100.00

Notes:

Each of them is an executive Director.
This assumes that the acceptors of the Offers did not hold any WLS Shares.

– 29 –

LETTER FROM THE WLS BOARD

INFORMATION ON L&A

According to publicly-available information, the L&A Group is principally engaged in the manufacturing, sales and retailing of garment products. The L&A Shares are listed on GEM (stock code: 8195).

Set out below is a summary of the audited consolidated financial results of the L&A Group for the two years ended 31 March 2016, as extracted from the annual report of L&A for the year ended 31 March 2016:

	For the year ended	For the year ended	For the year ended	For the year ended
	31 March 2015		31 March 2016
		(HK$’000)		(HK$’000)
Revenue		350,386		210,354
Loss before taxation		(16,435)		(26,107)
Loss after taxation		(18,391)		(29,302)
Net assets		128,617		93,762

Shareholding structure of L&A

According to publicly-available information as at the Latest Practicable Date, there were 25,600,000,000 L&A Shares in issue. There are no other classes of securities of L&A in issue than the L&A Shares.

According to publicly-available information as at the Latest Practicable Date, save for the 200,000,000 L&A Options, there were no other outstanding options, derivatives, warrants or other securities in issue convertible or exchangeable into the L&A Shares.

According to publicly-available information and assuming that there is no change in the issued share capital of L&A from the Latest Practicable Date and up to the Closing Date, the shareholding structure of L&A, both before and after completion of the Offers, are as follows:

L&A Shareholders Yang’s Holdings Capital Limited (Note) Favourite Number Ge Qingfu Public Shareholders Total	As at the Latest Practicable Date (based on publicly-available information) No. of L&A Shares % 6,003,880,000 23.45 – – 2,565,324,000 10.02 17,030,796,000 66.53 25,600,000,000 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers, no outstanding L&A Options are exercised and all L&A Options are tendered for cancellation) No. of L&A Shares % – – 25,600,000,000 100.00 – – – – 25,600,000,000 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised) No. of L&A Shares % – – 25,800,000,000 100.00 – – – – 25,800,000,000 100.00	Immediately after completion of the Offers (assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised) No. of L&A Shares % – – 25,800,000,000 100.00 – – – – 25,800,000,000 100.00
				100.00

Note: According to publicly-available information, the entire issued share capital of Yang’s Holdings Capital Limited is wholly-owned by YWH Investment Holding Limited, which in turn, is wholly-owned by Cantrust (Far East) Limited, the trustee of the Yang’s Family Trust, whereby Mr. Yang Si Hang, an executive director and the chief executive officer of L&A, is one of the beneficiaries of the Yang’s Family Trust.

– 30 –

LETTER FROM THE WLS BOARD

IMPLICATIONS OF GEM LISTING RULES RELATING TO WLS

As the highest applicable percentage ratios (as defined under the GEM Listing Rules) for WLS in respect of the transactions in connection with the Offers is more than 100%, the Offers will constitute a very substantial acquisition for WLS under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification, announcement, circular and WLS Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

The Specific Mandate (which shall cover all the WLS Shares that may be allotted and issued in settlement of the securities portion of the consideration for the Offers as more particularly described in the section headed “SPECIFIC MANDATE” on page 27 of this circular) is also subject to the approval of the WLS Shareholders at the WLS SGM pursuant to Rule 17.39(1) of the GEM Listing Rules.

As the highest applicable percentage ratio (as defined under the GEM Listing Rules) for WLS in respect of the provision of the Gold Medal Loan to Mr. Hue is more than 5% but all applicable percentage ratios are less than 25%, the provision of the Gold Medal Loan constitutes a discloseable transaction for WLS under Chapter 19 of the GEM Listing Rules and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. WLS has complied with the notification and announcement requirements under Chapter 19 of the GEM Listing Rules in respect of the provision of the Gold Medal Loan.

HOLDINGS IN L&A SHARES

As at the Latest Practicable Date, none of Favourite Number, WLS and Mr. Hue or parties acting in concert with any of them held any L&A Shares.

OFFER DOCUMENT

The Offer Document will contain, among other things, further details of the Offers, and will be despatched within seven days after the satisfaction of the Pre-condition, which is expected to be on or before 24 October 2016. Favourite Number will apply to the Executive for its consent under Note 2 to Rule 8.2 of the Takeovers Code to permit the Offer Document to be posted within this timeframe.

FURTHER AGREEMENTS OR ARRANGEMENTS

As at the Latest Practicable Date:

(i) Favourite Number, WLS, Mr. Hue and their respective parties acting in concert had not received any irrevocable commitment to accept the Offers;
(ii) Favourite Number, WLS, Mr. Hue and their respective parties acting in concert did not hold any shares, convertible securities, warrants or options in L&A;
(iii) there is no outstanding derivative in respect of the securities in L&A which had been entered into by Favourite Number, WLS, Mr. Hue or any of their respective parties acting in concert;
(iv) save for the New Shareholders’ Agreement and the Promissory Note to be issued by Mr. Hue to Apex Gain, there were no arrangements (whether by way of option, indemnity or otherwise) in relation to the L&A Shares or the shares of Favourite Number and which might be material to the Offers;

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LETTER FROM THE WLS BOARD

(v) save as disclosed in the section headed “CONDITIONS OF THE OFFERS” on page 10 of this circular and save for the New Shareholders’ Agreement, there were no agreements or arrangements to which Favourite Number is a party which relates to the circumstances in which Favourite Number may or may not invoke or seek to invoke a condition to the Offers; and
(vi) there were no relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in L&A which Favourite Number or any of its parties acting in concert have borrowed or lent.

DISCLOSURE OF DEALINGS

On 6 July 2016, an executive director of WLS, namely, Mr. Yuen Chun Fai (“ Mr. Yuen ”) acquired 440,000 L&A Shares on the open market of the Stock Exchange at a price of HK$0.058 per L&A Share (the “ Relevant Purchase ”) and on the same day, disposed of all such L&A Shares at a price of HK$0.039 per L&A Share on the open market of the Stock Exchange. Mr. Yuen was a director of Favourite Number from 22 July 2016 to 3 August 2016.

Save as disclosed above, neither Favourite Number, Mr. Hue, WLS nor any party acting in concert with any of them has dealt in L&A Shares within six months prior to the date of the First Offer Announcement and the Latest Practicable Date.

DISCLOSURE OF DEALINGS

In accordance with Rule 3.8 of the Takeovers Code, associates of Favourite Number or L&A (including persons holding 5% or more of a class of relevant securities of Favourite Number or L&A) are reminded to disclose their dealings in the securities of WLS or L&A pursuant to the Takeovers Code.

The full text of Note 11 of Rule 22 of the Takeovers Code is reproduced below pursuant to Rule 3.8 of the Takeovers Code:

“Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

Favourite Number, its nominees or brokers or associates may from time to time make certain purchases of, or arrangements to purchase L&A Shares other than pursuant to the Offers, before or during the period in which the Offers remain open for acceptance in compliance with the Takeovers Code. These purchases may occur either in the open market at prevailing price or in private transactions at negotiated prices. Any information about such purchases will be reported to the SFC and will be available on the SFC website at http://www.sfc.hk/.

– 32 –

LETTER FROM THE WLS BOARD

WARNING

Shareholders and potential investors of WLS or L&A should be aware that the Offers will be made only if the Pre-condition is satisfied and if made will be subject to the satisfaction or waiver (where applicable) of the conditions of the Offers. Accordingly, the Offers may or may not be made and if made may or may not become unconditional. WLS Shareholders, L&A Shareholders and potential investors of WLS or L&A should therefore exercise caution when dealing in WLS Shares and L&A Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

WLS SGM

The WLS SGM will be held at 11:45 a.m. on Monday, 17 october 2016 at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong, for the WLS Shareholders to consider, and if thought fit, pass the requisite resolution to approve the Transactions and the Specific Mandate.

In compliance with the GEM Listing Rules, the resolutions will be voted on by way of poll at the WLS SGM.

Based on the information available to the WLS Directors as at the Latest Practicable Date and to the best of their knowledge, information and belief having made all reasonable enquiries, no WLS Shareholders will be required to abstain from voting at the WLS SGM on the resolution relating to the Transactions and the Specific Mandate.

You will find enclosed a form of proxy for use at the WLS SGM. Whether or not you intend to attend the WLS SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to WLS’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the WLS SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the WLS SGM or any adjourned meeting thereof should you so wish.

RECOMMENDATION

The WLS Board confirm that the terms and conditions of the Offers and the transactions contemplated thereunder are fair and reasonable and on normal commercial terms. Having considered the terms and conditions of the Offers and the benefits that are expected to accrue to WLS as a result of the Offers, if and when it is made, and the transactions contemplated thereunder, the WLS Board further confirms that the Offers and the transactions contemplated thereunder are in the interests of WLS and the WLS Shareholders as a whole. Therefore, the WLS Board recommends the WLS Shareholders to vote in favour of the requisite resolution to approve the Transactions and the Specific Mandate.

– 33 –

LETTER FROM THE WLS BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices to this circular.

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

– 34 –

APPENDIX I

FINANCIAL INFORMATION OF THE WLS GROUP

1. THREE-YEAR FINANCIAL INFORMATION OF THE WLS GROUP

The audited consolidated financial statements of the WLS Group for each of the three years ended 30 April 2014, 30 April 2015 and 30 April 2016, including the notes thereto, have been disclosed on the websites of the Stock Exchange at “www.hkexnews.hk” and of WLS at “www.wls.com.hk” as follows, which are incorporated by reference into this circular:

(a) annual report of WLS for the year ended 30 April 2014 published on 30 July 2014 (pages 44 to 139) (http://www.hkexnews.hk/listedco/listconews/GEM/2014/0730/GLN20140730079.pdf)
(b) annual report of WLS for the year ended 30 April 2015 published on 30 July 2015 (pages 60 to 150) (http://www.hkexnews.hk/listedco/listconews/GEM/2015/0730/GLN20150730015.pdf)
(c) annual report of WLS for the year ended 30 April 2016 published on 28 July 2016 (pages 64 to 162) (http://www.hkexnews.hk/listedco/listconews/GEM/2016/0728/GLN20160728063.pdf)

The management discussion and analysis of the WLS Group for each of the three years ended 30 April 2014, 30 April 2015 and 30 April 2016 have been disclosed in the annual reports of WLS for the years ended 30 April 2014 (pages 9 to 16), 30 April 2015 (pages 12 to 26) and 30 April 2016 (pages 11 to 24) respectively, which are incorporated by reference into this circular. The said annual reports of WLS are available on the designated website of WLS at www.wls.com. and the website of the Stock Exchange at www.hkexnews.hk.

2. INDEBTEDNESS OF THE WLS GROUP

At the close of business on 31 July 2016, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the total indebtedness of the WLS Group was as follows:

Bank loans and overdrafts

The WLS Group had outstanding bank loans and overdrafts of approximately HK$30.9 million and HK$9.8 million respectively, which were secured by the WLS Group’s leasehold land and buildings, investment properties, trade receivables, retention monies receivables and corporate guarantee from WLS. The carrying values of the WLS Group’s leasehold land and buildings, investment properties, trade receivables, retention monies receivables as at 31 July 2016, which were pledged to secure the WLS Group’s bank loans and overdrafts, amounted to approximately HK$67.6 million. The WLS Group’s secured bank loans and overdrafts carry interest at 1-month Hong Kong Interbank Offered Rate (the “ HIBOR ”) plus 1.5% per annum to Hong Kong Dollar Prime Rate (the “ Prime Rate ”) plus 1.25% per annum.

Other loan

As at 31 July 2016, the WLS Group had outstanding amounts of other secured loan of approximately HK$20 million, which is bearing interest at the rate of 8.5% per annum and repayable on or before 3 April 2017. This secured loan was secured by corporate guarantee from WLS.

– I-1 –

APPENDIX I

FINANCIAL INFORMATION OF THE WLS GROUP

Disclaimer

Save as aforesaid or as otherwise disclosed herein, at the close of business on 31 July 2016, and apart from intra-group liabilities, the WLS Group did not have any loan capital issued and outstanding or agreed to be issued, or any outstanding bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL STATEMENT OF THE WLS GROUP

Having taken into account the present financial resources available to the WLS Group (including existing available bank facilities and other loan facilities), the WLS Directors are of the view the WLS Group will have sufficient working capital to meet its present requirement for at least 12 months from the date of this circular.

In additional, the WLS Group has been granted a stand-by credit facility of HK$65.5 million and HK$20 million by bankers and an independent third party up to the date would be made available or continue to be made available in form and substance satisfactory to the borrowers and 3 April 2017 respectively. The loans will be secured by the WLS Group’s leasehold land and buildings, investment properties, trade receivables, retention monies receivables, corporate guarantee from WLS once the WLS Group utilises the credit facility.

The WLS Directors are of opinion that, taking into account the above measures, the WLS Group will have sufficient working capital to finance its operations and to pay financial obligations.

4. FINANCIAL AND TRADING PROSPECTS

Looking ahead, the WLS Group has a cautiously optimistic view on the local construction market given that considerable demand from infrastructure projects is expected. Nevertheless, the WLS Group will inevitably be affected by severe competition in the construction market and the ongoing problem of inadequate labour supply, which drags down profit margin. To mitigate the adverse impact from traditional scaffolding business the WLS Group feels that there is a need to diversify its business portfolio and therefore is putting more effort into the development of new financial businesses.

In September 2014, Gold Medal, an indirect wholly-owned subsidiary of the WLS Group, was granted a money lender’s license under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and began operations in the financial year ended 30 April 2016. The target customers were mainly individuals, those medium-to-large-sized enterprises and listed companies which can provide personal guarantees or security, which enabled the WLS Group to maintain a relatively low bad debt level compared with the market as a whole, as well as a more effective internal debt control. In the near future, the WLS Group aims to maintain its loan portfolio between HK$400 to HK$500 million.

In addition, the WLS Group focuses on short-term loans with a term ranging from 3 months to 1 year which allows a higher turnover rate yet more profitable returns. The WLS Group is confident in the rapidly growing money lending business to move further into the financial markets.

As for scaffolding operations, the WLS Group intends to promote its self-invented “Pik-Lik” scaffolding system abroad. With the positive feedback from the Japan industry conference the WLS Group participated recently, the WLS Group believe that the system will become one of the highlights of the industry due to its manpower saving advantages. This has instilled confidence in the WLS Group in establishing overseas clientele over the long term.

Another key revenue driver, the fitting out services business sector, is expected to contribute steady revenue for the WLS Group as well.

– I-2 –

APPENDIX I

FINANCIAL INFORMATION OF THE WLS GROUP

As regards the investments in L&A through Favourite Number, the WLS Directors consider the market price of L&A Shares to be attractive at the current stage, and that the Offers represent an opportune investment of WLS. As the Offers on the part of WLS do not require any cash outlay, it is also expected that the Offers would not affect the existing business and operations of the WLS Group.

Although keen competition is expected and will last for an uncertain period of time, as a leading company in the scaffolding industry, the WLS Group will stay positive in acquiring new contracts, leveraging its solid experience and quality services widely recognised by the industry. Meanwhile, the WLS Group will swiftly adjust its business strategies in response to the ever-changing construction market as necessary, and will continue to seek a healthier and stronger financial position via different fund raising activities to support the WLS Group’s future development as well as generate greater satisfactory financial results.

5. MATERIAL ADVERSE CHANGE

The WLS Directors were not aware of any material adverse change in the financial or trading position of the WLS Group since 30 April 2016 (being the date to which the latest published audited accounts of the WLS Group have been made up) and up to and including the Latest Practicable Date.

6. ACQUISITIONS BY THE WLS GROUP AFTER THE LATEST PUBLISHED AUDITED ACCOUNTS

The WLS Group has not acquired the share capital of certain companies whose profits or assets make or will make a material contribution to the figures in the auditors’ report or the next published accounts of WLS, since 30 April 2016 (being the date to which the latest published audited accounts of the WLS Group have been made up) and up to and including the Latest Practicable Date.

7. EFFECTS OF THE OFFERS ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE WLS GROUP

Effect on the earnings

Favourite Number is treated as interest in joint venture by WLS Group and its financial results will be equity accounted for in the WLS’s Group’s financial statement. Upon completion of the Offers, Favourite Number will hold more than 50% of issued L&A Shares and the financial results of L&A Group will be consolidated with that of Favourite Number.

As set out in Appendix III to this circular, assuming completion of the Offers had taken place on 1 May 2015, the unaudited pro forma consolidated loss for the year of the WLS Group would increase from HK$22.50 million to approximately HK$36.27 million. Further details of the financial effect of the Offers on the profit and loss of the WLS Group together with the basis in preparing the unaudited pro forma financial information are set out in Appendix III to this circular.

Effect on assets and liability

As at 30 April 2016, the audited consolidated total assets and total liabilities of the WLS Group amounted to approximately HK$882.3 million and HK$86.1 million. As set out in Appendix III to this circular, assuming completion of the Offers had taken place on 30 April 2016, (i) the unaudited pro forma consolidated total assets of the WLS Group would increase to approximately between HK$1,826.9 million and HK$1,830.1 million, depending on the number of the outstanding L&A Options as at the Closing Date; and (ii) the unaudited pro forma consolidated total liabilities of the WLS Group would remain unchanged at approximately HK$86.1 million. Further details of the financial effect of the Offers on the assets and liabilities of the WLS Group together with the basis in preparing the unaudited pro forma financial information are set out in Appendix III to this circular.

– I-3 –

APPENDIX II

FINANCIAL INFORMATION OF THE L&A GROUP

1. FINANCIAL INFORMATION OF THE L&A GROUP

The audited consolidated financial statements of the L&A Group for each of the three years ended 31 March 2014, 31 March 2015 and 31 March 2016, including the notes thereto, have been disclosed on the websites of the Stock Exchange at “www.hkexnews.hk” and of L&A at “www.lna.com.hk” as follows, which are incorporated by reference into this circular:

(a) prospectus of L&A published on 30 September 2014 (Appendix I) (http://www.hkexnews.hk/listedco/listconews/GEM/2014/0930/GLN20140930091.pdf)
(b) annual report of L&A for the year ended 31 March 2015 published on 29 June 2015 (pages 48 to 135) (http://www.hkexnews.hk/listedco/listconews/GEM/2015/0629/GLN20150629087.pdf)
(c) annual report of L&A for the year ended 31 March 2016 published on 30 June 2016 (pages 51 to 135) (http://www.hkexnews.hk/listedco/listconews/GEM/2016/0630/GLN20160630125.pdf)

2. MANAGEMENT DISCUSSION AND ANALYSIS OF THE L&A GROUP

The management discussion and analysis of the L&A Group for each of the three years ended 31 March 2014, 31 March 2015 and 31 March 2016 have been disclosed in the prospectus of L&A dated 30 September 2014 (pages 221 to 289) the annual reports of L&A for the years ended 31 March 2015 (pages 8 to 16) and 31 March 2016 (pages 8 to 18) respectively, which are incorporated by reference into this circular. The said annual reports of L&A are available on the designated website of L&A at www.lna.com.hk and the website of the Stock Exchange at www.hkexnews.hk.

– II-1 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is an illustrative and unaudited pro forma financial information of the WLS Group as enlarged by the Offers (the “ Unaudited Pro Forma Financial Information ”), comprising the unaudited pro forma consolidated statement of financial position, the unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows for the WLS Group as enlarged by the Offers.

The Unaudited Pro Forma Financial Information of the WLS Group has been prepared by the WLS Directors in accordance with paragraph 7.31 of the GEM Listing Rules for illustrative purposes only, based on their judgments, estimations and assumptions, and because of its hypothetical nature, it may not give a true picture of the financial position of the WLS Group as at 30 April 2016 or at any future date or the results and cash flows of the WLS Group for the year ended 30 April 2016 or for any future period following the Offers.

The Unaudited Pro Forma Financial Information has been prepared using the accounting policies consistent with those of the WLS Group as set out in the published annual report of WLS for the year ended 30 April 2016.

The unaudited pro forma consolidated statement of financial position of the WLS Group as enlarged by the Offers as at 30 April 2016 is prepared as if the Offers had taken place on 30 April 2016 and is based on the audited consolidated statement of financial position of the WLS Group as at 30 April 2016, which has been extracted from the annual report of WLS for the year ended 30 April 2016.

The unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows of the WLS Group as enlarged by the Offers for the year ended 30 April 2016 are prepared as if the Offers had taken place on 1 May 2015 and are based on the audited consolidated statement of profit or loss and other comprehensive income and the audited consolidated statement of cash flows of the WLS Group for the year ended 30 April 2016, which have been extracted from the annual report of WLS for the year ended 30 April 2016.

All capitalised terms herein have the same meaning as those defined in this circular, unless otherwise indicated.

– III-1 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario One – Assuming all L&A Shareholders validly elect to accept the Offers, no L&A Options are exercised and all L&A Options are tendered for cancellation

Unaudited Pro Forma Consolidated Statement of Financial Position

Non-current assets Investment properties Property, plant and equipment Deferred tax assets Interests in associates Interests in joint venture Loan receivables Available-for-sale investment Current Assets Financial assets at fair value through profit or loss Trade receivables Retention monies receivables Loan and interest receivables Amounts due from customers for contract work Inventories Prepayments, deposits and other current assets Current tax recoverable Bank balances and cash Current liabilities Amounts due to customers for contract work Trade and other payables Retention monies payables Obligations under finance leases – current portion Bank loans Other loans – secured Bank overdrafts Net current assets Total assets less current liabilities	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 40,220 36,019 4,335 17,502 – 613,148 – 331,431 40,000 45,361 143,437 59,902 50,232 2,396 374,081 18,998 355 2,853 29 230,005 (40,000) 738,851 2,546 16,148 1,186 180 34,424 20,000 8,361 82,845 656,006 799,443	The Enlarged WLS Group HK$’000 40,220 36,019 4,335 17,502 613,148 371,431 45,361
		1,128,016
		59,902 50,232 2,396 374,081 18,998 355 2,853 29 190,005
		698,851
		2,546 16,148 1,186 180 34,424 20,000 8,361
		82,845
		616,006
		1,744,022

– III-2 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Non-current liabilities Obligations under finance leases – non-current portion Deferred tax liabilities NET ASSETS CAPITAL AND RESERVES Share capital Reserves Equity attributable to equity holders of the Company Non-controlling interests	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 653 2,603 3,256 796,187 127,670 23,784 12,856 673,695 589,364 318,575 801,365 (5,178) 796,187	The Enlarged WLS Group HK$’000 653 2,603 3,256 1,740,766 164,310 1,581,634 1,745,944 (5,178) 1,740,766

– III-3 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario One – Assuming all L&A Shareholders validly elect to accept the Offers, no L&A Options are exercised and all L&A Options are tendered for cancellation (continued)

Unaudited Pro Forma Consolidated Statement of Profit or Loss and other Comprehensive Income

Turnover Cost of sales Gross profit Other income Other gain and (loss), net Operating and administrative expenses Decrease in fair value of investment properties Change in fair value of call option Gain on disposal of property, plant and equipment Gain on disposal of a subsidiary Loss on early redemption of convertible bonds Loss on write-off of property, plant and equipment Finance costs Share of results of associates Share of results of a joint venture Loss before taxation Taxation Loss for the year Loss for the year attributable to: Equity holders of the Company Non-controlling interests Loss for the year Other comprehensive (loss)/income: Items that may be reclassified to profit or loss: Exchange differences on translation of financial statements of overseas associates Fair value gain on available-for-sale investment Share of other comprehensive loss of a joint venture Other comprehensive income for the year, net of tax Total comprehensive loss for the year Total comprehensive loss for the year attributable to: Equity holders of the Company Non-controlling interests	The WLS Group Pro forma adjustments HK$’000 HK$’000 (Note 5) 155,451 (131,633) 23,818 4,203 3,412 (34,975) (9,880) (1,641) 81 202 – (8) (2,230) 206 – (13,772) (16,812) (5,689) (22,501) (18,197) (4,304) (22,501) (22,501) (13) 16,352 – (2,610) 16,339 (6,162) (1,858) (4,304) (6,162)	The Enlarged WLS Group HK$’000 155,451 (131,633) 23,818 4,203 3,412 (34,975) (9,880) (1,641) 81 202 – (8) (2,230) 206 (13,772) (30,584) (5,689) (36,273) (31,969) (4,304) (36,273) (36,273) (13) 16,352 (2,610) 13,729 (22,544) (18,240) (4,304) (22,544)

– III-4 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario One – Assuming all L&A Shareholders validly elect to accept the Offers, no L&A Options are exercised and all L&A Options are tendered for cancellation (continued)

Unaudited Pro Forma Consolidated Statement of Cash Flows

Operating activities Loss before taxation Adjustments for: Interest income Finance costs Depreciation Gain on disposal of property, plant and equipment Loss on write-off of property, plant and equipment Gain on disposal of a subsidiary Share of results of associates Share of results of a joint venture Loss on early redemption of convertible bond Allowance for bad and doubtful debts on trade receivables and retention monies receivables Write-off of prepayments, deposits and other current assets Decrease in fair value of investment properties Fair value of share options granted to employees Fair value gain on financial assets at fair value through profit or loss Impairment of available-for-sale investment Change in fair value of call option Operating cash flows before movements in working capital Increase in equity securities held for trading at fair value Decrease in amounts due from associates Decrease in amounts due from joint ventures Decrease in amounts due from customers for contract work Increase in inventories Decrease in prepayments, deposits and other current assets Increase in trade receivables Decrease in retention monies receivables Increase in loan and interest receivables Increase in amount due to customers for contract work Decrease in trade and other payables Decrease in retention monies payables Cash used in operations Hong Kong Profits Tax paid Hong Kong Profits Tax refunded Net cash used in operating activities	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 4) (Note 5) (16,812) (13,772) (8,402) 2,230 9,592 (81) 8 (202) (206) – 13,772 – 921 – 9,880 – (15,091) 11,679 1,641 (4,843) (44,811) – – 15,117 (42) 219 (1,485) 2,311 (365,700) 1,774 (7,287) (1,175) (405,922) (725) 14 (406,633)	The Enlarged WLS Group HK$’000 (30,584) (8,402) 2,230 9,592 (81) 8 (202) (206) 13,772 – 921 – 9,880 – (15,091) 11,679 1,641 (4,843) (44,811) – – 15,117 (42) 219 (1,485) 2,311 (365,700) 1,774 (7,287) (1,175) (405,922) (725) 14 (406,633)

– III-5 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Investing activities Interest received Purchase of property, plant and equipment Acquisition of available-for-sale investments Proceeds from disposal of property, plant and equipment Release of pledged bank deposit Acquisition of interests in an associate Loan advance to a related party Net cash outflow for acquisition of assets through acquisition of a subsidiary Net cash inflow from disposal of a subsidiary Net cash used in investing activities Financing activities Interest paid Finance lease charges paid New bank loans raised Repayment of bank loans Repayment of obligations under finance leases Dividend paid to non-controlling interests Capital reduction Issue of bonus shares Exercise of share options Net proceeds from placing of shares Repayment of other loan Increase in other loan Exercise of warrants Net proceed on issue of convertible bonds Redemption of convertible bonds Proceed on subscription of shares Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 May Cash and cash equivalents at 30 April Analysis of cash and cash equivalents Bank balances and cash Bank overdrafts	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 4) (Note 5) 21 (2,321) (40,688) 288 – – – (40,000) – 17,004 (25,696) (2,209) (21) 67,503 (68,682) (633) (245) (210) (26) – 521,549 – 20,000 – – – – 537,026 104,697 116,947 221,644 230,005 (8,361) 221,644	The Enlarged WLS Group HK$’000 21 (2,321) (40,688) 288 – – (40,000) – 17,004 (65,696) (2,209) (21) 67,503 (68,682) (633) (245) (210) (26) – 521,549 – 20,000 – – – – 537,026 64,697 116,947 181,644 190,005 (8,361) 181,644

– III-6 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Notes:

The figures are extracted from the consolidated statement of financial position of the WLS Group as at 30 April 2016, as set out in the published annual report of the WLS Group for the year ended 30 April 2016.
The adjustment represents the maximum number of shares of HK$0.01 each issued by WLS and paid by Apex Gain Global Limited (the “ Apex Gain ”), a wholly-owned subsidiary of WLS, for subscription of its additional new shares of Favourite Number Limited (the “ Favourite Number ”), a joint venture of Apex Gain, at the agreed price of HK$0.2578 (the “ Agreed Price ”) under the Offers. It is assumed that there is no change in the issued share capital and the outstanding L&A Options since the date of this circular and up to the closing date of the Offers (the “ Closing Date ”).
The adjustment represents the maximum number of shares of HK$0.01 each issued by WLS and paid by Apex Gain for subscription of the Promissory Note from Mr. Hue Kwok Chu Raymond (“ Mr. Hue ”) at the Agreed Price under the Offers. It is assumed that there is no change in the issued share capital and the L&A Options since the date of this circular and up to the Closing Date.
The adjustment represents the term loan in the principal amount of HK$40,000,000 advanced to Mr. Hue by Gold Medal Hong Kong Limited, a wholly-owned subsidiary of WLS, which constitute part of the contribution paid by Mr. Hue under the Offers.
The adjustment represents the share of results and other comprehensive loss of the 47% equity interest in Favourite Number for the year ended 30 April 2016. For the purpose of preparation of this unaudited pro forma consolidated statement of profit or loss and other comprehensive income of the WLS Group, it is assumed that all the issued share capital of L&A have been acquired and held by Favourite Number since 1 April 2015 regardless of the minimum public float requirement. It is also assumed that the L&A Group has no significant transactions or events occurred between 31 March 2016 and 30 April 2016 and the results and other comprehensive loss of the L&A Group for the year ended 30 April 2016 appropriate to that for the year ended 31 March 2016. The consolidated statement of profit or loss and other comprehensive income of the L&A Group for the year ended 31 March 2016 is set out in the published annual report of L&A for the year ended 31 March 2016 which was disclosed on the websites of the Stock Exchange at “www.hkexnews.hk” and of L&A at “www.Ina.com.hk”.
No adjustments have been made to reflect any trading results or other transactions of the WLS Group entered into subsequent to 30 April 2016.

– III-7 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario Two – Assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised

Unaudited Pro Forma Consolidated Statement of Financial Position

Non-current assets Investment properties Property, plant and equipment Deferred tax assets Interests in associates Interests in joint venture Loan receivables Available-for-sale investment Current Assets Financial assets at fair value through profit or loss Trade receivables Retention monies receivables Loan and interest receivables Amounts due from customers for – contract work Inventories Prepayments, deposits and – other current assets Current tax recoverable Bank balances and cash Current liabilities Amounts due to customers for contract work Trade and other payables Retention monies payables Obligations under finance leases – current portion Bank loans Other loans – secured Bank overdrafts Net current assets Total assets less current liabilities	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 40,220 36,019 4,335 17,502 – 615,240 – 332,562 40,000 45,361 143,437 59,902 50,232 2,396 374,081 18,998 355 2,853 29 230,005 (40,000) 738,851 2,546 16,148 1,186 180 34,424 20,000 8,361 82,845 656,006 799,443	The Enlarged WLS Group HK$’000 40,220 36,019 4,335 17,502 615,240 372,562 45,361
		1,131,239
		59,902 50,232 2,396 374,081 18,998 355 2,853 29 190,005
		698,851
		2,546 16,148 1,186 180 34,424 20,000 8,361
		82,845
		616,006
		1,747,245

– III-8 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Non-current liabilities Obligations under finance leases – non-current portion Deferred tax liabilities NET ASSETS CAPITAL AND RESERVES Share capital Reserves Equity attributable to equity holders of the Company Non-controlling interests	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 653 2,603 3,256 796,187 127,670 23,865 12,900 673,695 591,375 319,662 801,365 (5,178) 796,187	The Enlarged WLS Group HK$’000 653 2,603 3,256 1,743,989 164,435 1,584,732 1,749,167 (5,178) 1,743,989

– III-9 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario Two – Assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised (continued)

Unaudited Pro Forma Consolidated Statement of Profit or Loss and other Comprehensive Income

Turnover Cost of sales Gross profit Other income Other gain and (loss), net Operating and administrative expenses Decrease in fair value of investment properties Change in fair value of call option Gain on disposal of property, plant and equipment Gain on disposal of a subsidiary Loss on early redemption of convertible bonds Loss on write-off of property, plant and equipment Finance costs Share of results of associates Share of results of a joint venture Loss before taxation Taxation Loss for the year Loss for the year attributable to: Equity holders of the Company Non-controlling interests Loss for the year Other comprehensive (loss)/income: Items that may be reclassified to profit or loss: Exchange differences on translation of financial statements of overseas associates Fair value gain on available-for-sale investment Share of other comprehensive loss of a joint venture Other comprehensive income for the year, net of tax Total comprehensive loss for the year Total comprehensive loss for the year attributable to: Equity holders of the Company Non-controlling interests	The WLS Group Pro forma adjustments HK$’000 HK$’000 (Note 5) 155,451 (131,633) 23,818 4,203 3,412 (34,975) (9,880) (1,641) 81 202 – (8) (2,230) 206 – (13,772) (16,812) (5,689) (22,501) (18,197) (4,304) (22,501) (22,501) (13) 16,352 – (2,610) 16,339 (6,162) (1,858) (4,304) (6,162)	The Enlarged WLS Group HK$’000 155,451 (131,633) 23,818 4,203 3,412 (34,975) (9,880) (1,641) 81 202 – (8) (2,230) 206 (13,772) (30,584) (5,689) (36,273) (31,969) (4,304) (36,273) (36,273) (13) 16,352 (2,610) 13,729 (22,544) (18,240) (4,304) (22,544)

– III-10 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Scenario Two – Assuming all L&A Shareholders validly elect to accept the Offers and all outstanding L&A Options are exercised (continued)

Unaudited Pro Forma Consolidated Statement of Cash Flows

Operating activities Loss before taxation Adjustments for: Interest income Finance costs Depreciation Gain on disposal of property, plant and equipment Loss on write-off of property, plant and equipment Gain on disposal of a subsidiary Share of results of associates Share of results of a joint venture Loss on early redemption of convertible bond Allowance for bad and doubtful debts on trade receivables and retention monies receivables Write-off of prepayments, deposits and other current assets Decrease in fair value of investment properties Fair value of share options granted to employees Fair value gain on financial assets at fair value through profit or loss Impairment of available-for-sale investment Change in fair value of call option Operating cash flows before movements in working capital Increase in equity securities held for trading at fair value Decrease in amounts due from associates Decrease in amounts due from joint ventures Decrease in amounts due from customers for contract work Increase in inventories Decrease in prepayments, deposits and other current assets Increase in trade receivables Decrease in retention monies receivables Increase in loan and interest receivables Increase in amount due to customers for contract work Decrease in trade and other payables Decrease in retention monies payables Cash used in operations Hong Kong Profits Tax paid Hong Kong Profits Tax refunded Net cash used in operating activities	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 4) (Note 5) (16,812) (13,772) (8,402) 2,230 9,592 (81) 8 (202) (206) – 13,772 – 921 – 9,880 – (15,091) 11,679 1,641 (4,843) (44,811) – – 15,117 (42) 219 (1,485) 2,311 (365,700) 1,774 (7,287) (1,175) (405,922) (725) 14 (406,633)	The Enlarged WLS Group HK$’000 (30,584) (8,402) 2,230 9,592 (81) 8 (202) (206) 13,772 – 921 – 9,880 – (15,091) 11,679 1,641 (4,843) (44,811) – – 15,117 (42) 219 (1,485) 2,311 (365,700) 1,774 (7,287) (1,175) (405,922) (725) 14 (406,633)

– III-11 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Investing activities Interest received Purchase of property, plant and equipment Acquisition of available-for-sale investments Proceeds from disposal of property, plant and equipment Release of pledged bank deposit Acquisition of interests in an associate Loan advance to a related party Net cash outflow for acquisition of assets through acquisition of a subsidiary Net cash inflow from disposal of a subsidiary Net cash used in investing activities Financing activities Interest paid Finance lease charges paid New bank loans raised Repayment of bank loans Repayment of obligations under finance leases Dividend paid to non-controlling interests Capital reduction Issue of bonus shares Exercise of share options Net proceeds from placing of shares Repayment of other loan Increase in other loan Exercise of warrants Net proceed on issue of convertible bonds Redemption of convertible bonds Proceed on subscription of shares Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 May Cash and cash equivalents at 30 April Analysis of cash and cash equivalents Bank balances and cash Bank overdrafts	The WLS Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 4) (Note 5) 21 (2,321) (40,688) 288 – – – (40,000) – 17,004 (25,696) (2,209) (21) 67,503 (68,682) (633) (245) (210) (26) – 521,549 – 20,000 – – – – 537,026 104,697 116,947 221,644 230,005 (8,361) 221,644	The Enlarged WLS Group HK$’000 21 (2,321) (40,688) 288 – – (40,000) – 17,004 (65,696) (2,209) (21) 67,503 (68,682) (633) (245) (210) (26) – 521,549 – 20,000 – – – – 537,026 64,697 116,947 181,644 190,005 (8,361) 181,644

– III-12 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Notes:

The figures are extracted from the consolidated statement of financial position of the WLS Group as at 30 April 2016, as set out in the published annual report of the WLS Group for the year ended 30 April 2016.
The adjustment represents the maximum number of shares of HK$0.01 each issued by WLS and paid by Apex Gain Global Limited (the “ Apex Gain ”), a wholly-owned subsidiary of WLS, for subscription of its additional new shares of Favourite Number Limited (the “ Favourite Number ”), a joint venture of Apex Gain, at the agreed price of HK$0.2578 (the “ Agreed Price ”) under the Offers. It is assumed that all outstanding L&A Options have been exercised up to the closing date of the Offers (the “ Closing Date ”).
The adjustment represents the maximum number of shares of HK$0.01 each issued by WLS and paid by Apex Gain for subscription of the Promissory Note from Mr. Hue Kwok Chu Raymond (“ Mr. Hue ”) at the Agreed Price under the Offers. It is assumed that all outstanding L&A Options have been exercised up to the Closing Date.
The adjustment represents the term loan in the principal amount of HK$40,000,000 advanced to Mr. Hue by Gold Medal Hong Kong Limited, a wholly-owned subsidiary of WLS, which constitute part of the contribution paid by Mr. Hue under the Offers.
The adjustment represents the share of results and other comprehensive loss of the 47% equity interest in Favourite Number for the year ended 30 April 2016. For the purpose of preparation of this unaudited pro forma consolidated statement of profit or loss and other comprehensive income of the WLS Group, it is assumed that all the issued share capital of L&A have been acquired and held by Favourite Number since 1 April 2015 regardless of the minimum public float requirement. It is also assumed that the L&A Group has no significant transactions or events occurred between 31 March 2016 and 30 April 2016 and the results and comprehensive loss of L&A Group for the year ended 30 April 2016 appropriate to that for the year ended 31 March 2016. The consolidated statement of profit or loss and other comprehensive income of the L&A Group for the year ended 31 March 2016 is set out in the published annual report of L&A for the year ended 31 March 2016 which was disclosed on the websites of the Stock Exchange at “www.hkexnews.hk” and of L&A at “www.Ina.com.hk”.
No adjustments have been made to reflect any trading results or other transactions of the WLS Group entered into subsequent to 30 April 2016.

– III-13 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

The following is the text of a report, prepared for the purpose of inclusion in this Circular, received from WLS’s reporting accountants, Cheng & Cheng Limited, Certified Public Accountants, Hong Kong.

==> picture [59 x 33] intentionally omitted <==

CHENG & CHENG LIMITED

CERTIFIED PUBLIC ACCOUNTANTS 鄭鄭會計師事務所有限公司

The Directors

Dear Sirs/Madam,

We have completed our assurance engagement to report on the compilation of pro forma financial information (the “ Unaudited Pro Forma Financial Information ”) of WLS Holdings Limited (“ WLS ”) and its subsidiaries (hereinafter collectively referred to as the “ WLS Group ”) by the directors of WLS for illustrative purposes only. The Unaudited Pro Forma Financial Information consists of the unaudited pro forma consolidated statement of financial position as at 30 April 2016, the unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended 30 April 2016, the unaudited pro forma consolidated statement of cash flows for the year ended 30 April 2016 and related notes as set out on pages III-2 to III-13 of the circular of WLS dated 29 September 2016 (the “ Circular ”). The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on page III-1 of Appendix III to the Circular.

The Unaudited Pro Forma Financial Information has been compiled by the directors of WLS to illustrate the impact of the Offers on the WLS Group’s consolidated statement of financial position as at 30 April 2016 and the WLS Group’s financial performance and cash flows for the year ended 30 April 2016 as if the Offers have taken place at 30 April 2016 and 1 May 2015, respectively. As part of this process, information about the WLS Group’s financial position, financial performance and cash flows has been extracted by the WLS Directors from the WLS Group’s consolidated financial statements for the year ended 30 April 2016, on which an audit report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors of WLS are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

– III-14 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owned to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus”, issued by the HKICPA. This standard requires that the reporting accountant complies with ethical requirements and plans and performs procedures to obtain reasonable assurance about whether the directors of WLS have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the GEM Listing Rules and with reference to AG 7 issued by the HKICPA.

The purpose of Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the WLS Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 April 2016 or 1 May 2015 would have been as presented.

For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors of WLS in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgement, having regard to the reporting accountant’s understanding of the nature of the WLS Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

– III-15 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE WLS GROUP AFTER THE OFFERS

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information on the Enlarged WLS Group has been properly compiled by the directors of WLS on the basis stated;
(b) such basis is consistent with the accounting policies of the WLS Group; and
(c) the pro forma adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information on the WLS Group as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

Your faithfully,

Cheng & Cheng Limited

Certified Public Accountants

Hong Kong, 29 September 2016

Yeung Chun Yue, David

Practising Certificate Number: P05595

– III-16 –

APPENDIX IV

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the WLS Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information regarding WLS. The WLS 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.

2. SHARE CAPITAL OF WLS

The authorised and issued share capital of WLS as at the Latest Practicable Date were, and immediately after the issue of new WLS Shares in connection with the Offers (assuming that save for such issue, no new WLS Shares will be issued from the Latest Practicable Date to the completion of the Offers) will be as follows:

	Number of WLS
	Shares	HK$
Authorised share capital of WLS as at the Latest Practicable
Date	40,000,000,000	400,000,000
Issued and fully paid
WLS Shares as at the Latest Practicable Date	12,767,101,072	127,671,011
The maximum number of WLS Shares that may fall to be
issued in connection with the Offers	3,676,500,000	36,765,000

3. DISCLOSURE OF INTEREST

(i) Interests of the WLS Directors and chief executive of WLS in the securities of WLS and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the WLS Directors or chief executive of WLS in the shares, underlying shares and debentures of WLS or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to WLS and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, including interests and short positions which they were deemed or taken to have under such provisions of the SFO, (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (iii) were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the WLS Directors to be notified to WLS and the Stock Exchange were as follows:

		Number of
		WLS Shares and underlying
Name of WLS Directors	Nature of Interest	Shares of WLS held
Dr. So Yu Shing	Beneficial owner	3,320,000
	Interest of spouse (Note 1)	3,320,000
Ms. Lai Yuen Mei, Rebecca	Beneficial owner	3,320,000
	Interest of spouse (Note 1)	3,320,000

– IV-1 –

APPENDIX IV

GENERAL INFORMATION

		Number of
Name of WLS Directors	Nature of Interest	WLS Shares held
Mr. Kong Kam Wan	Beneficial owner	1,778,000
Mr. So Wang Chun, Edmond	Beneficial owner	4,400,000
		(Note 2)
Mr. Ng Tang	Beneficial owner	5,536,000

Notes:

Ms. Lai Yuen Mei, Rebecca is the spouse of Dr. So Yu Shing, the Chairman.
As at the Latest Practicable Date, Mr. So Wang Chun Edmond held (i) 800,000 WLS Shares, and (ii) 3,600,000 options of the Company.

Save as disclosed above, as at the Latest Practicable Date, no other WLS Directors or chief executive of WLS had or were deemed to have any interests and short positions of the WLS Directors or chief executive of WLS in the shares, underlying shares and debentures of WLS or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to WLS and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, including interests and short positions which they were deemed or taken to have under such provisions of the SFO, (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (iii) were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the WLS Directors to be notified to WLS and the Stock Exchange.

(ii) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders

As at the Latest Practicable Date, so far as is known to the WLS Directors, the following persons (other than the WLS Directors or chief executive of WLS) had an interest or short position in the WLS Shares or underlying WLS Shares which would fall to be disclosed to WLS under the provisions of Divisions 2 and 3 of Part XV of the SFO and section 336 of the SFO, or were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the WLS Group:

			Approximate
			percentage of
		Number of	issued share
		WLS Shares	capital of
Name of WLS Shareholder	Nature of Interest	held	WLS
Avant Capital Management (HK)	Investment manager	2,022,000,000	15.84%
Limited (Note)

Note: These 2,022,000,000 WLS Shares include 1,644,000,000 WLS Shares held by Avant Capital Eagle Fund, which is wholly owned by Avant Capital Management (HK) Limited, representing approximately 12.88% of the total issued share capital of the Company as at the Latest Practicable Date.

– IV-2 –

APPENDIX IV

GENERAL INFORMATION

Save as disclosed in this circular, as at the Latest Practicable Date, so far as is known to the WLS Directors, there was no other person who had an interest or short position in the WLS Shares or underlying WLS Shares which would fall to be disclosed to WLS under the provisions of Divisions 2 and 3 of Part XV of the SFO and section 336 of the SFO, or, had direct or indirect interests amounting to 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the WLS Group.

4. COMPETING BUSINESS

As at the Latest Practicable Date, none of the WLS Directors nor their respective close associates (as defined under the GEM Listing Rules) had any business which competes or may compete with the business of the WLS Group or had or might have any conflicts of interest with the WLS Group.

As at the Latest Practicable Date, according to the GEM Listing Rules, the following WLS Director had interests in the following businesses which are considered to compete or likely to compete, either directly or indirectly, with the business of the WLS Group other than those businesses where the WLS Directors were appointed as directors to represent the interests of WLS and/or the WLS Group:

	Name of entity which
	are considered to
	compete or likely to
	compete with the
Name of WLS	business of the WLS	Description of	Description of
Director	Group	business	interest
Mr. Ong Chi King	Deson Construction	Principally engaged in	Executive director and
	International	(i) building	interests in
	Holdings Limited	construction works;	approximately
	(“Deson”)	(ii) electrical and	0.98% of issued
		mechanical	share capital of
		engineering works;	Deson
		and (iii) fitting out
		works
	Wan Kei Group	Principally engaged in	Independent
	Holdings Limited	(i) foundation	non-executive
		works; and (ii)	director
		ground
		investigation field
		works

Save as disclose above, as at the Latest Practicable Date, none of the WLS Directors nor their respective close associates (as defined under the GEM Listing Rules) had any business which competes or may compete with the business of the WLS Group or had or might have any conflicts of interest with the WLS Group.

As at the Latest Practicable Date, WLS did not have any controlling shareholders.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the WLS Directors had any existing or proposed service contracts with any member of the WLS Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

– IV-3 –

APPENDIX IV

GENERAL INFORMATION

6. INTERESTS IN CONTRACT OR ARRANGEMENTS

As at the Latest Practicable Date, none of the WLS Directors was materially interested in contract or arrangement subsisting which is significant in relation to the business of the WLS Group, nor has any WLS Director had any direct or indirect interest in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the WLS Group since 30 April 2016, the date to which the latest published audited consolidated financial statements of the WLS Group were made up.

7. LITIGATION

As at the Latest Practicable Date, neither WLS nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the WLS Directors to be pending or threatened against any member of the WLS Group.

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of WLS) have been entered into by members of WLS Group within two years immediately preceding up to and including the Latest Practicable Date which are or may be material:

(a) the subscription agreement dated 21 October 2014 entered into between WLS as issuer and Eagle Gain Investments Limited as subscriber in relation to the subscription of 79,900,000 ordinary shares of HK$0.04 each in the share capital of WLS at a price of HK$0.177 per subscription share, further details of which are set out in the announcement of WLS dated 21 October 2014;
(b) the subscription agreement dated 19 November 2014 entered into between Estate Sun Global Limited (“ Estate Sun ”), a wholly-owned subsidiary of WLS as subscriber, AP Assets Limited (“ AP Assets ”) as issuer and Financial Elite Limited (“ FEL ”) as warrantor in relation to (i) the subscription by Estate Sun of 2,000 ordinary shares of the AP Assets at a price of HK$16,000,000; and (ii) the option granted by FEL to Estate Sun to purchase up to 7% of the issued share capital of AP Assets as enlarged by certain issue and allotment of subscription shares by AP Assets, further details of which are set out in the announcement of WLS dated 19 November 2014;
(c) the shareholders’ agreement dated 19 November 2014 entered into between Estate Sun, FEL, two third parties independent of WLS and its Connected Persons who were or would become shareholders of AP Assets and AP Assets in relation to the management and affairs of AP Assets, further details of which are set out in the announcement of WLS dated 19 November 2014;
(d) the placing agreement dated 21 January 2015 entered into between WLS as issuer and Tanrich Securities Company Limited as placing agent in relation to the placing on a best effort basis of a maximum of 540,000,000 ordinary shares of HK$0.2 each in the share capital of WLS at a price of HK$0.3 per placing share, further details of which are set out in the announcement of WLS dated 21 January 2015;

– IV-4 –

APPENDIX IV

GENERAL INFORMATION

(e) the legally binding framework agreement and supplemental framework agreement dated 19 June 2015 and 22 June 2015 respectively and entered into among WLS as issuer, Shin Kong Capital Management Inc. (“ Shin Kong ”) and Avant Capital Management (HK) Limited (“ Avant Capital ”) as subscribers in relation to the possible subscriptions of WLS Shares by Shin Kong and Avant Capital at a price HK$0.55 or HK$0.06875 per subscription share (depending on the time of completion of the possible subscriptions), further details of which are set out in the announcement of WLS dated 23 June 2015;
(f) the subscription agreement (“ SK Subscription Agreement ”) dated 3 August 2015 entered into between WLS as issuer and SKCM TMT I, L.P. (“ SKCM ”) as subscriber in relation to the subscription of 5,760,000,000 WLS Shares at a price of HK$0.06875 per subscription share, further details of which are set out in the announcement of WLS dated 12 August 2015;
(g) the subscription agreement (“ AC Subscription Agreement ”) dated 3 August 2015 entered into between WLS as issuer and Avant Capital as subscriber in relation to the subscription of 1,920,000,000 WLS Shares at a price of HK$0.06875 per subscription share, further details of which are set out in the announcement of WLS dated 12 August 2015;
(h) the termination agreement dated 10 August 2015 entered into between WLS and SKCM in relation to the termination of the SK Subscription Agreement, further details of which are set out in the announcement of WLS dated 12 August 2015;
(i) the subscription agreement dated 12 August 2015 entered into between WLS as issuer and Avant Capital as subscriber in relation to the subscription of 1,920,000,000 WLS Shares at a price of HK$0.06875 per WLS Share, further details of which are set out in the announcement of WLS dated 12 August 2015;
(j) the placing agreement dated 17 August 2015 entered into between WLS as issuer and Black Marble Securities Limited (“ Black Marble ”) as placing agent in relation to the placing on an underwritten basis of 360,000,000 WLS Shares at a price of HK$0.06875 per WLS Share, further details of which are set out in the announcement of WLS dated 18 August 2015;
(k) the placing agreement dated 17 August 2015 entered into between WLS as issuer and Black Marble as placing agent in relation to the placing on a best effort basis of a maximum of 5,400,000,000 WLS Shares at a price of HK$0.06875 per WLS Share, further details of which are set out in the announcement of WLS dated 18 August 2015;
(l) the sale and purchase agreement dated 26 May 2016 entered into between WLS as vendor and Red Metro Limited as purchaser in relation to the disposal of the entire equity interest in Estate Sun at a consideration of HK$20,000,000, further details of which are set out in the announcement of WLS dated 26 May 2016; and
(m) the New Shareholders’ Agreement.

– IV-5 –

APPENDIX IV

GENERAL INFORMATION

9. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has been named in this circular or has given opinions, letters or advice contained in this circular:

Name Qualification Cheng & Cheng Limited Certified Public Accountants

Cheng & Cheng Limited has given and has not withdrawn its written consent to the issue of this circular with inclusion herein of its letter or report and/or reference to its name, in the form and context in which they appear.

As at the Latest Practicable Date, Cheng & Cheng Limited did not have any interest in the share capital of any member of the WLS Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the WLS Group.

As at the Latest Practicable Date, Cheng & Cheng Limited did not have any interest, direct or indirect, in any assets which have been, since 30 April 2016, being the date to which the latest published audited consolidated financial statements of the WLS Group were made up, acquired or disposed of by or leased to or were proposed to be acquired or disposed of or leased to any member of the WLS Group.

10. CORPORATE INFORMATION OF WLS

Registered office	Clarendon House
	2 Church Street
	Hamilton HM 11
	Bermuda
Head office and principal place of	Rooms 1001-1006, 10th Floor,
business in Hong Kong	Tower A, Southmark, No. 11 Yip
	Hing Street, Wong Chuk Hang,
	Aberdeen, Hong Kong
Principal share registrar and	Codan Services Limited
transfer office	Clarendon House
	2 Church Street
	Hamilton HM 11
	Bermuda
Hong Kong branch share registrar	Tricor Tengis Limited
and transfer office	Level 22, Hopewell Centre,
	183 Queen’s Road East,
	Hong Kong
Company secretary	Mr. Yuen Chun Fai, CPA
	Associate member of Hong Kong Institute of Certified Public
	Accountants
Compliance officer	Mr. Yuen Chun Fai

– IV-6 –

APPENDIX IV

GENERAL INFORMATION

11. AUDIT COMMITTEE

An audit committee of the WLS Board (“ Audit Committee ”) was established with written terms of reference in compliance with the Rules 5.28 and 5.29 of the GEM Listing Rules and paragraph C.3.3 of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules. The Audit Committee must consist of a minimum of three members, all of whom must be non-executive Directors, at least one of whom must have appropriate professional qualification or accounting or related financial management expertise. As at the Latest Practicable Date, the Audit Committee comprised three independent non-executive Directors, namely Mr. Law Man Sang, Mr. Chan Ngai Sang, Kenny and Mr. Ong Chi King.

The primary duties of the Audit Committee are to review and supervise the financial reporting process, audit plan and relationship with external auditors, the internal control systems of the WLS Group and to provide advices and recommendations to the WLS Board for review and follow-up.

Biographical information of each member of the Audit Committee is set out below:

Mr. Law Man Sang (羅文生) (“Mr. Law”) , aged 53, was appointed as an independent non-executive director of WLS with effect from 1 December 2014. He has joined KGI Asia Limited since December 2004 and is currently the executive director of the same company. Since June 2005, he has been acting as a responsible officer of each of KGI Securities (Hong Kong) Limited and KGI Asia Limited, in relation to Type 1 (dealing in securities) regulated activity under the SFO. Since September 2009, He has been acting as a responsible officer of KGI Futures (Hong Kong) Limited, in relation to Type 2 (dealing in futures contracts) regulated activity under the SFO. Since March 2013, he has been acting as a responsible officer of each of KGI Asia Limited and KGI Futures (Hong Kong) Limited, in relation to Type 4 (advising on securities) and Type 5 (advising on futures contracts) regulated activities under the SFO respectively. He has extensive experiences in financial services management. Mr. Law also actively participated in various social and community organisations in both Hong Kong and the PRC.

Mr. Ong Chi King (王子敬) (“Mr. Ong”) , aged 43, was appointed as an independent non-executive director of WLS with effect from 1 April 2015. He 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. He has more than 20 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.

He is an independent non-executive director of Capital VC Limited (stock code: 2324), China Environmental Resources Group Limited (stock code: 1130), Wan Kei Group Holdings Limited (stock code: 1718) 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. He is also an independent non-executive director of Larry Jewelry International Company Limited (stock code: 8351), a company listed on the GEM of the Stock Exchange. He is also the executive director of Deson Construction International Holdings Limited (stock code: 8268), a company listed on the GEM of the Stock Exchange.

Mr. Ong was an independent non-executive director of KSL Holdings Limited (stock code: 8170), a company listed on the GEM of the Stock Exchange, from 5 December 2014 to 2 June 2016. Mr. Ong was also an independent non-executive director of King Force Group Holdings Limited (stock code: 8315), a company listed on the GEM of the Stock Exchange, from 20 August 2014 to 19 September 2016. He was also the company secretary of Yue Da Mining Holdings Limited (stock code: 629), the shares of which are listed on the Main Board of the Stock Exchange from November 2008 to August 2015.

– IV-7 –

APPENDIX IV

GENERAL INFORMATION

Mr. Chan Ngai Sang, Kenny (陳毅生) (“Mr. Chan”) , aged 51, was appointed as an independent non-executive director of WLS with effect from 1 April 2015. He is a partner and founder of Kenny Chan & Co., a firm of Certified Public Accountants (Practising). He has over 26 years of experience in accounting, taxation, auditing and corporate finance and was involved in several merger and acquisition and initial public offering projects. He 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 Chartered Accountants of Australia and New Zealand, a Certified Practising Accountant of CPA Australia, a Fellow of the HKICPA and an Associate of the Taxation Institute of Hong Kong. He served as the President of the Association of International Accountants Hong Kong Branch for the years 2012-2015 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. He 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 Youth Programme Co-ordinating Committee of the Commission on Youth of the Home Affair Bureau, a committee member of the Tsuen Wan District Fight Crime Committee and an Honorary President of the Tsuen Wan District Junior Police Call.

He is an independent non-executive director of each of TSC Group Holdings Limited (stock code: 206), Convoy Global Holdings Limited (stock code: 1019) and AMCO United Holding Limited (stock code: 630), all of which are companies listed on the Main Board of the Stock Exchange. He is also an independent non-executive director of Combest Holdings Limited (stock code: 8190), a company listed on the GEM of the Stock Exchange.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any business day (excluding Saturdays, Sundays and public holidays) at the principal place of business of WLS in Hong Kong at Rooms 1001-1006, 10th Floor, Tower A, Southmark, No. 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong from the date of this circular up to and including 17 October 2016.

(a) the memorandum of continuance and bye-laws of WLS;
(b) the annual reports of WLS for the years ended 30 April 2015 and 30 April 2016;
(c) the report on unaudited pro forma financial information of the WLS Group after the Offers issued by Cheng & Cheng Limited as set out in Appendix III to this circular;
(d) the material contracts referred to in the paragraph headed “8. Material contracts” of this appendix; and
(e) this circular.

– IV-8 –

NOTICE OF WLS SGM

**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 (“ WLS SGM ”) of the shareholders of WLS Holdings Limited (“ WLS ”) will be held at 11:45 a.m. on Monday, 17 October 2016 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 resolution of WLS as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

(i) the transactions contemplated under the voluntary conditional securities exchange and cash offers (“ Offers ”) to be made after satisfaction of the Pre-condition (as defined in the circular (“ Circular ”) to the shareholders of WLS dated 29 September 2016) by VBG Capital Limited on behalf of Favourite Number Limited (“ Favourite Number ”) to acquire all of the issued shares in the share capital of L & A International Holdings Limited (“ L&A ”) (other than those already owned by Favourite Number and parties acting in concert with it) and to cancel all outstanding options of L&A (“ L&A Options ”), comprising the acquisition of the issued shares of L&A by Favourite Number which is a joint venture formed by Apex Gain Limited (an indirectly wholly-owned subsidiary of WLS) and Mr. Hue Kwok Chu Raymond, the allotment and issue of new ordinary shares (“ New WLS Shares ”) of WLS (including the Additional WLS Shares (as defined in the Circular)) ultimately and directly to the shareholders of L&A and holders of the L&A Options (as the case may be) as part of the consideration under the Offers under the terms and conditions of the Offers (“ Transactions ”), details of which are set out in the Circular be and are hereby ratified, confirmed and approved and the directors (“ WLS Director(s) ”) of WLS be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Transactions and the transactions contemplated thereunder;
(ii) conditional upon, among others, The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New WLS Shares, the allotment and issue of the New WLS Shares to the shareholders of L&A and the holders of L&A Options (as the case may be) who accept the Offers be and is hereby approved and any WLS Director be and is hereby authorised to allot and issue the New WLS Shares in accordance with the terms and conditions of the Offers and to take all steps necessary, desirable or expedient in his or her opinion to implement or give effect to the allotment and issue of the New WLS Shares; and
For identification purpose only

– SGM-1 –

NOTICE OF WLS SGM

(iii) the WLS Directors be and are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents (if any) and to take all such steps which in the opinion of the WLS Directors as may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Transactions set out above and to agree to any variation, amendments, supplement or waiver of matters relating thereto as are, in the opinion of the WLS Directors, in the interests of WLS, to the extent that such variation, amendment, supplement or waiver do not constitute material changes to the material terms of the Transactions.”

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

Hong Kong, 29 September 2016

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

Notes:

Any shareholder of WLS entitled to attend and vote at the WLS 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 WLS.
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 WLS’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 WLS SGM (or any adjournment thereof).
Completion and delivery of a form of proxy shall not preclude a shareholder of WLS from attending and voting in person at the WLS SGM, and in such event, such form of proxy shall be deemed to be revoked.
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 WLS 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 WLS in respect of such joint holding.
Any voting at the WLS SGM shall be taken by poll.
The form of proxy shall be signed by the shareholder of WLS 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.

– SGM-2 –

NOTICE OF WLS SGM

This notice, for which the directors of WLS (“ WLS 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 for the purpose of giving information with regard to WLS. The WLS 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 of WLS Directors 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. Law Man Sang (Independent Non-executive Director), Mr. Chan Ngai Sang, Kenny (Independent Non-executive Director) and Mr. Ong Chi King (Independent Non-executive Director).

This notice will remain on the GEM’s website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the day of its posting and on the website of WLS at www.wls.com.hk.

– SGM-3 –

AI assistant

WLS Holdings Limited — Proxy Solicitation & Information Statement 2016

51219_rns_2016-09-28_5fecedea-32e7-4601-b343-ae9eb977fec9.pdf

WLS Holdings Limited 滙隆控股有限公司[*]

(Stock Code: 8021)

WLS Holdings Limited 滙隆控股有限公司[*]

(Stock Code: 8021)

(2) SPECIFIC MANDATE TO ISSUE NEW WLS SHARES

INTRODUCTION

CONSIDERATION FOR THE OFFERS

The Share Offer

The Option Offer

Value of the Offers

Assuming no outstanding L&A Options are exercised before the Closing Date

Assuming all outstanding L&A Options are exercised before the Closing Date

Comparisons of value

Highest and lowest prices of L&A Shares

PRE-CONDITION

CONDITIONS OF THE OFFERS

FURTHER TERMS OF THE OFFERS

New WLS Shares to be issued

Application for listing

Acceptance of the Offers

Arrangements relating to the issue of odd lots of WLS Shares

Hong Kong stamp duty

Availability of the Offers

Closing of the Offers

Settlement of consideration

Confirmation of financial resources

PUBLIC FLOAT OF L&A AND WLS

REASONS FOR THE OFFERS

Background leading up to the Offers

Reasons and benefits of the Offers

Favourite Number’s intentions in relation to L&A and the Enlarged FN Group

INFORMATION ON FAVOURITE NUMBER AND MR. HUE

New Shareholders’ Agreement in relation to and establishment of Favourite Number

3. Contribution to the Offers

Contribution by Mr. Hue

Contribution of cash by Mr. Hue

Scenario One

Scenario Two

Contribution of WLS Shares by Mr. Hue

Scenario One

Scenario Two

Contribution by Apex Gain

Contribution of cash by Apex Gain

Contribution of WLS Shares by Apex Gain

Scenario One

Scenario Two

6. Transfer of shares

7. Profit sharing and dividend

8. Deadlock

GOLD MEDAL LOAN

SPECIFIC MANDATE

Assuming no outstanding L&A Options are exercised before the Closing Date

Assuming all outstanding L&A Options are exercised before the Closing Date

INFORMATION ON WLS

Shareholding structure of WLS

INFORMATION ON L&A

Shareholding structure of L&A

IMPLICATIONS OF GEM LISTING RULES RELATING TO WLS

HOLDINGS IN L&A SHARES

OFFER DOCUMENT

FURTHER AGREEMENTS OR ARRANGEMENTS

DISCLOSURE OF DEALINGS

DISCLOSURE OF DEALINGS

WARNING

WLS SGM

RECOMMENDATION

ADDITIONAL INFORMATION

1. THREE-YEAR FINANCIAL INFORMATION OF THE WLS GROUP

2. INDEBTEDNESS OF THE WLS GROUP

Bank loans and overdrafts

Other loan

Disclaimer

3. WORKING CAPITAL STATEMENT OF THE WLS GROUP

4. FINANCIAL AND TRADING PROSPECTS

5. MATERIAL ADVERSE CHANGE

6. ACQUISITIONS BY THE WLS GROUP AFTER THE LATEST PUBLISHED AUDITED ACCOUNTS

7. EFFECTS OF THE OFFERS ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE WLS GROUP

WLS Holdings Limited Proxy Solicitation & Information Statement 2016

**WLS Holdings Limited 滙隆控股有限公司[*]**

**WLS Holdings Limited 滙隆控股有限公司[*]**

**WLS Holdings Limited 滙隆控股有限公司[*]**