WLS Holdings Limited — Proxy Solicitation & Information Statement 2018

Mar 21, 2018

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

WLS Holdings Limited 滙隆控股有限公司[*]

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

(Stock Code: 8021)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of WLS Holdings Limited (“ Company ”) will be held at Rooms 1001-1006, 10th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong at 12:00 p.m. on Tuesday, 17 April 2018 for the purposes of considering and, if thought fit, passing the following ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) (i) the provisional sale and purchase agreement dated 24 January 2018 entered into among Wui Loong Holdings Company Limited (“ Vendor ”), a wholly-owned subsidiary of the Company as vendor, Estate Lion Limited (“ Purchaser ”) as purchaser and Knight Frank Hong Kong Limited as estate agent; (ii) the formal sale and purchase agreement (“ Formal SPA ”) dated 7 February 2018 entered into between the Vendor and the Purchaser in respect of the Disposal (as defined in the circular of the Company dated 22 March 2018, a copy of which is marked “A” and signed by the chairman of the SGM for identification purpose has been tabled at the SGM); and (iii) the transactions contemplated under the Formal SPA be and are hereby approved, confirmed and ratified.

* For identification purpose only

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• (b) any one of the directors of the Company be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purpose of giving effect to or in connection with the Disposal, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Formal SPA) as are, in the opinion of such director, in the interest of the Company and its shareholders as a whole.”

• “ THAT Mr. Lo Ka Ki be re-elected as an independent non-executive director of the Company.”

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

Hong Kong, 22 March 2018

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:

1. Any shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the SGM shall be entitled to appoint a proxy to attend and vote on behalf of him/her/it. A proxy needs not be a Shareholder. A Shareholder who is the holder of two or more shares of the Company (“ Shares ”) may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 12:00 p.m. (Hong Kong time) on Sunday, 15 April 2018 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any).

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

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1. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders be present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of Company in respect of such joint holding.

2. For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Thursday, 12 April 2018 to Tuesday, 17 April 2018, both days inclusive, during which no transfer of Shares will be effected. In order to be entitled to attend and vote at the SGM, all Share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. (Hong Kong time) on Wednesday, 11 April 2018.

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

As at the date of this notice, the board of directors of the Company (“ 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. Yuen Chun Fai (Executive Director), Mr. Law Man Sang (Independent Non-executive Director), Ms. Lam Wai Yu (Independent Non-executive Director) and Mr. Lo Ka Ki (Independent Non-executive Director).

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

This announcement will remain on the website of GEM of the Stock Exchange for at least seven days from the day of its posting and on the website of the Company at http://www.wls.com.hk.

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