WLS Holdings Limited — Proxy Solicitation & Information Statement 2018

Mar 21, 2018

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, 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 or transfer was effected for transmission to the purchaser or transferee.

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) MAJOR TRANSACTION – DISPOSAL OF PROPERTIES; (2) RE-ELECTION OF DIRECTOR; AND

(3) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to 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, is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same 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) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending or voting in person at the meeting or any adjourned meeting thereof should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.

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

22 March 2018

• For identification purpose only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	–	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	Property Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– ii –

DEFINITIONS

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

‘‘Agent’’	Knight Frank Hong Kong Limited, a company incorporated in Hong
	Kong with limited liability, being the estate agent of both the Vendor
	and the Purchaser under the Provisional SPA
‘‘Board’’	the board of Directors
‘‘Bye-laws’’	the bye-laws of the Company in force from time to time
‘‘Company’’	WLS Holdings Limited, a company incorporated in the Cayman Island
	and continued in Bermuda with limited liability, whose issued Shares
	are listed on GEM (Stock Code: 8021)
‘‘Completion’’	completion of the sale and purchase of the Properties in accordance
	with the terms and conditions of the Formal SPA
‘‘Completion Date’’	a date which is on or before the earlier of (i) 23 May 2018 or (ii) the day
	falling on the 21st day after the Conditions Precedent having been
	fulfilled or waived (or such other date as the Vendor and the Purchaser
	may agree in writing)
‘‘Completion Time’’	from 10:00 a.m. to 5:00 p.m. on weekday
‘‘Conditions Precedent’’	the conditions precedent to the Completion set out in the paragraph
	headed ‘‘Conditions Precedent’’ in the section headed ‘‘Letter from the
	Board’’ in this circular
‘‘connected person(s)’’	has the meaning ascribed to it under the GEM Listing Rules
‘‘Consideration’’	the aggregate consideration payable by the Purchaser to the Vendor for
	the Properties under the Formal SPA
‘‘Director(s)’’	the director(s) of the Company
‘‘Disposal’’	the disposal of the Properties by the Vendor to the Purchaser pursuant
	to the Formal SPA
‘‘Existing Tenancy’’	the lease of units 21, 22 and 23 of the Properties by the Vendor to an
	Independent Third Party for a term from 29 December 2017 to
	28 December 2018 pursuant to the letter of renewal of tenancy dated
	21 December 2017

– 1 –

DEFINITIONS

‘‘Formal SPA’’	the formal sale and purchase agreement dated 7 February 2018 entered
	into between the Vendor and the Purchaser in relation to the sale and
	purchase of the Properties
‘‘GEM’’	GEM of the Stock Exchange
‘‘GEM Listing Rules’’	the Rules Governing the Listing of Securities on GEM
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Independent Property Valuer’’ or	Vigers Appraisal & Consulting Limited, an independent property valuer
‘‘Vigers’’	to assess the market value of the Properties, a report of which is set out
	in Appendix II to this circular
‘‘Independent Third Party(ies)’’	third party(ies) independent of the Company and its connected
	person(s)
‘‘Latest Practicable Date’’	16 March 2018, being the last practicable date before the printing of
	this circular for the purpose of ascertaining information for inclusion in
	this circular
‘‘PRC’’	the People’s Republic of China, which for the purpose of this circular,
	excludes Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan
‘‘Properties’’	Units 1, 2, 3, 5, 6, 21, 22, 23, 25, 26 and 27 on 10th Floor of Pacific Link
	Tower, Southmark, No.11 Yip Hing Street, Hong Kong
‘‘Provisional SPA’’	the provisional sale and purchase agreement dated 24 January 2018
	entered into among the Vendor, the Purchaser and the Agent in
	relation to the sale and purchase of the Properties
‘‘Purchaser’’	Estate Lion Limited, a company incorporated in the British Virgin
	Islands with limited liability
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)

– 2 –

DEFINITIONS

‘‘SGM’’	a special general meeting of the Company convened to be held at
	12:00 p.m. on Tuesday, 17 April 2018 for the purposes of considering
	and, if thought fit, approving the Disposal and the re-election of
	Director
‘‘Share(s)’’	share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’	holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Tenancy Agreement’’	the tenancy agreement to be entered into between the Vendor and the
	Purchaser in respect of the Properties upon Completion pursuant to the
	Formal SPA
‘‘Valuation’’	the valuation of the Properties as at 24 January 2018 conducted by the
	Independent Property Valuer
‘‘Vendor’’	Wui Loong Holdings Company Limited, a company incorporated in
	Hong Kong with limited liability and a wholly-owned subsidiary of the
	Company
‘‘%’’	per cent

– 3 –

LETTER FROM THE BOARD

WLS Holdings Limited 滙隆控股有限公司[*]

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

(Stock Code: 8021)

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

Independent non-executive Directors: Mr. Law Man Sang Ms. Lam Wai Yu Mr. Lo Ka Ki

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

22 March 2018

To the Shareholders

Dear Sir or Madam

(1) MAJOR TRANSACTION – DISPOSAL OF PROPERTIES; AND (2) RE-ELECTION OF DIRECTOR

INTRODUCTION

Reference is made to the announcement of the Company dated 24 January 2018 in relation to the Disposal.

On 24 January 2018, the Vendor, a wholly-owned subsidiary of the Company, the Purchaser and the Agent entered into the Provisional SPA pursuant to which the Vendor has agreed to sell, and the Purchaser has agreed to acquire, the Properties at the aggregate consideration of HK$110,000,000.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

In accordance with the terms and conditions of the Provisional SPA, on 7 February 2018, the Vendor and the Purchaser entered into the Formal SPA on the same principal terms as set out under the Provisional SPA. The Formal SPA supersedes all previous agreements, whether oral or in writing, entered into by the Vendor and the Purchaser or their agents (including but not limited to the Provisional SPA).

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposal; (ii) relevant information regarding the re-election of Director; and (iii) the notice of the SGM.

THE FORMAL SPA

The major terms of the Formal SPA are set out below:

Date

7 February 2018

Parties

Vendor: Wui Loong Holdings Company Limited; and

Purchaser: Estate Lion Limited, a company incorporated in the British Virgin Islands with limited liability.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) the principal business of the Purchaser is investment holding; (ii) the Purchaser’s ultimate beneficial owner is an individual ordinarily residing in Hong Kong whose principal business is property investment; and (iii) each of the Purchaser and its ultimate beneficial owner is an Independent Third Party. The Agent introduced the Properties to the Purchaser and the Agent facilitated the signing of the Provisional SPA.

Assets to be disposed of

All that units 1, 2, 3, 5, 6, 21, 22, 23, 25, 26 and 27 on 10th Floor of Pacific Link Tower, Southmark, No. 11 Yip Hing Street, Hong Kong

The Properties are to be sold with good title and free from encumbrances, subject only to the Existing Tenancy.

Consideration

The aggregate Consideration payable by the Purchaser to the Vendor for the purchase of the Properties is HK$110,000,000, of which

• (1) HK$5,500,000 has been paid upon signing of the Provisional SPA as initial deposit;

– 5 –

LETTER FROM THE BOARD

• (2) HK$5,500,000 has been paid upon signing of the Formal SPA as further deposit and part payment of the Consideration; and

• (3) the remaining balance of HK$99,000,000 shall be paid in full on the Completion Date on or before the Completion Time.

Should the Purchaser for any cause (other than the default of the Vendor) fail to complete the purchase in accordance with the terms and conditions set out in the Formal SPA, all the moneys paid thereunder shall be absolutely forfeited to the Vendor who may thereupon, by notice given to the Purchaser but without tendering an assignment to the Purchaser rescind the sale, and the Purchaser shall be liable to pay all the stamp duties payable under the Formal SPA and shall fully indemnify the Vendor in respect thereof. Upon the Vendor exercising his right to rescind the sale, the Vendor may but is not obliged to resell the Properties either by public auction of private contract and on such conditions as the Vendor shall deem fit and any deficiency in price and all reasonable expenses (including but not limited to all estate agent’s commission and legal costs) attending such resale shall be borne and paid by the Purchaser to the Vendor as liquidated damages after taking into account the amount of money forfeited by the Vendor. Any gain or profit made by the Vendor from such resale shall belong to the Vendor.

If the Vendor shall for any cause (other than the default of the Purchaser) fail to complete the sale in accordance with the terms of the Formal SPA, then all deposits paid to the Vendor shall forthwith be returned to the Purchaser who shall also be entitled to recover from the Vendor such further damages (if any) over and above the deposits as the Purchaser may sustain by reason of such default on the part of the Vendor and it shall not be necessary for the Purchaser to tender an assignment or the balance of the Consideration to the Vendor. The Purchaser is not barred from bringing an action and obtaining a decree for specific performance either in lieu of the aforesaid damages or in addition thereto as the Purchaser may have sustained by reason of the neglect or refusal of the Vendor to complete the sale at the time and in manner stipulated under the Formal SPA.

The Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to the recent transaction price of comparable properties in the same development. According to the Valuation set out in Appendix II to this circular, the Properties were valued at HK$107.0 million as at 24 January 2018.

Conditions Precedent

Completion shall be conditional upon and subject to the obtaining of Shareholders’ approval for the Disposal and the compliance with all other applicable rules and requirements under the GEM Listing Rules. If the Conditions Precedent are not satisfied or waived by the Vendor on or before 23 May 2018, the Vendor shall forthwith refund all deposits paid by the Purchaser whereupon neither party shall have any claim against each other (including but not limited to claim for an order for specific performance). The Vendor has no intention to waive the Conditions Precedent.

– 6 –

LETTER FROM THE BOARD

Completion

Subject to the satisfaction of the Conditions Precedent or waiver of the Conditions Precedent by the Vendor, Completion shall take place on the Completion Date at the Completion Time.

Vacant possession of those parts of the Properties not subject to the Existing Tenancy shall be deemed to have been passed to the Purchaser upon Completion and the commencement of the tenancy under the Tenancy Agreement.

Tenancy Agreement

Upon Completion, the Vendor and the Purchaser shall execute the Tenancy Agreement pursuant to which the Vendor agrees to rent, and the Purchaser agrees to let, subject and concurrent to the Existing Tenancy, all of the Properties for a fixed term of 24 months commencing from but exclusive of the Completion Date at a monthly rental of HK$240,198 exclusive of management fees, government rates and rent which shall be borne and paid by the Vendor together with all outgoings of the Properties during the lease term.

The monthly rental of the Properties under the Tenancy Agreement was determined after arm’s length negotiations between the Vendor and the Purchaser with reference to recent rental prices of comparable properties in the same development. The Directors are of the view that the terms of Tenancy Agreement are on normal commercial terms and are fair and reasonable and the entering into of the Tenancy Agreement is in the ordinary and usual course of business and in the interests of the Company and its Shareholders as a whole.

During the lease term, the Vendor will have a right to sublet the Properties or any part thereof at such rent and/or on such term as the Vendor shall deem fit but subject to the written approval of the Purchaser as head landlord which approval shall not be unreasonably withheld or delayed save and except that approval of the Purchaser for the Existing Tenancy shall be deemed to have been obtained by the Vendor.

Undertaking of the Vendor

The Properties were subject to a subsisting mortgage/legal charge as at the date of the Formal SPA. The Vendor undertakes with the Purchaser that the Properties will be released or discharged (as the case may be) from such mortgage/legal charge on or before the Completion.

INFORMATION ABOUT THE PROPERTIES

As at the Latest Practicable Date, (i) units 1, 2, 3, 5 and 6 of the Properties were the head office and the principal place of business of the Company in Hong Kong; (ii) units 21, 22 and 23 of the Properties were leased under the Existing Tenancy to an Independent Third Party at a monthly rental of HK$46,000 (exclusive of government rent, rates, management fees and air-conditioning charges) for a term from 29 December 2017 to 28 December 2018; and (iii) units 25, 26 and 27 of the Properties were vacant.

– 7 –

LETTER FROM THE BOARD

The unaudited carrying value of the Properties as at 31 October 2017 was approximately HK$51.4 million. The Consideration is approximately HK$58.6 million in excess of the carrying value of the Properties. For the years ended 30 April 2016 and 2017, the Group received rental income from the Properties of approximately HK$1,080,000 and HK$641,000 respectively. The Group will be able to continue to use and occupy the Properties after Completion pursuant to the Tenancy Agreement. As at the Latest Practicable Date, the Group was looking for short-term lease to Independent Third Party in respect of units 25, 26, 27 of the Properties.

According to the Valuation set out in Appendix II to this circular, the Properties were valued at HK$107.0 million as at 24 January 2018. Reconciliation of the Valuation figure and carrying value of the Properties as required under Rule 8.30 of the GEM Listing Rules is set out below:

	HK$ million
	(Approximately)
Unaudited carrying value as at 31 October 2017	51.4
Fair value and revaluation change	55.6
Valuation as at 24 January 2018 (as extracted from Appendix II of this circular)	107.0

INFORMATION ABOUT THE GROUP

The Group is principally engaged in the provision of scaffolding and fitting out services, management contracting services, and other services for construction and buildings work, money lending business, securities brokerage and margin financing and securities investment business.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Group wishes the sell the Properties for the following reasons:

• (i) given that the property prices in Hong Kong continued to scale new heights in the recent past, the Disposal represents a good opportunity for the Group to realise its investment in the Properties, which was acquired at the price of HK$17.6 million; and

• (ii) cashflows are required by the Group to settle bank loans and other loan of approximately HK$62.6 million, comprising bank loans of approximately HK$31.8 million, bank overdrafts of approximately HK$10.8 million and other loan of HK$20 million as at 31 October 2017. The existing bank balances and cash of the Group are mainly designed for future development of the Group’s businesses and supporting the capital requirements of OX Financial Securities Limited, a whollyowned subsidiary of the Company which is principally engaged in securities brokerage business and is a licensed corporation to carry out Type 1 regulated activity under the SFO.

The terms of the Formal SPA were determined after arm’s length negotiations between the parties thereto and the Directors are of the view that the terms of Formal SPA are on normal commercial terms, are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

Based on preliminary assessment, it is expected that the Group will record a book gain of approximately HK$56.6 million from the Disposal, being the difference between the Consideration and the unaudited carrying value of the Properties as at 31 October 2017 net of expenses in connection with the Disposal (including legal and professional fee and commission of the Agent). The actual gain or loss in connection with the Disposal is subject to audit.

It is expected that the net proceeds from the Disposal, after deducting the expenses directly attributable thereto, will be approximately HK$108.0 million, of which (i) approximately HK$62.6 million will be used to settled bank loans and other loan; and (ii) approximately HK$45.4 million will be used as general working capital of the Group.

GEM LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is accordingly subject to the notification, announcement and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

RE-ELECTION OF DIRECTOR

Mr. Lo Ka Ki was appointed as an independent non-executive Director with effect from 26 February 2018. Pursuant to Bye-law 83(2) of the Bye-laws, Mr. Lo shall hold office only until the SGM, and being eligible, will offer himself for re-election at the SGM.

The biographical details of Mr. Lo are set out below:

Mr. Lo, aged 39, has obtained his master degree of professional accounting from The Hong Kong Polytechnic University in October 2009. He is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Lo has over 10 years of experience in audit and business advisory services and is currently a practicing director in the assurance & business advisory department of World Link CPA Limited (‘‘World Link’’). Mr. Lo has previously worked as an auditor at RSM Nelson Wheeler (currently known as RSM Hong Kong) (‘‘RSM’’) from December 2005 to June 2007, a senior accountant at LifeTec Enterprise Limited and a qualified accountant at Paradise Entertainment Limited (Stock Code: 1180), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange, from June 2007 to July 2009 and an audit senior and later on a manager at RSM from December 2009 to November 2014.

As at the Latest Practicable Date, Mr. Lo was an independent non-executive director of Tian Chang Group Holdings Ltd. (Stock Code: 2182), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange.

– 9 –

LETTER FROM THE BOARD

Mr. Lo was a director of Professional Investment Limited, a private company incorporated in Hong Kong with limited liability which was dissolved by way of deregistration on 21 August 2009 under section 291AA of the predecessor Companies Ordinance (Cap. 32, Laws of Hong Kong). Mr. Lo confirmed that Professional Investment Limited (i) was principally engaged in the provision of tutorial services but had ceased to carry on business at the time of dissolution; (ii) had no outstanding liability and was solvent at the time of dissolution; and (iii) so far as he is aware, the dissolution of which has not resulted in any liability or obligation being imposed against him.

Pursuant to the letter of appointment made between Mr. Lo and the Company, Mr. Lo has been appointed for a term of one year commencing from 26 February 2018 to 25 February 2019 (both days inclusive) unless terminated by not less than one month’s notice in writing served by either party on the other and is subject to retirement by rotation and re-election and other related provisions as stipulated in the Bye-laws and the GEM Listing Rules. Mr. Lo is entitled to a monthly director’s fee of HK$18,000, which was determined with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lo had not held any (i) other major appointments or qualifications; or (ii) other positions in the Company or other members of the Group; or (iii) other directorship in any other publicly listed companies in the last three years. As at the Latest Practicable Date, Mr. Lo (i) did not have any relationship with any Director, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company; and (ii) was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter concerning the re-election of Mr. Lo as a Director that needs to be brought to the attention of the Shareholders and the Stock Exchange and there is no further information required to be disclosed pursuant to the requirements of Rule 17.50(2) of the GEM Listing Rules.

SGM

The SGM 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 purpose of considering, and if thought fit, approving the Disposal and the re-election of Director. A notice of the SGM is set out on pages SGM-1 to SGM-2 of this circular.

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

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder had a material interest in the Disposal or the re-election of Director and no Shareholder will be required to abstain from voting on the resolutions to be proposed at the SGM.

– 10 –

LETTER FROM THE BOARD

You will find enclosed a form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same 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) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending or voting in person at the SGM or any adjourned meeting thereof should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

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.

RECOMMENDATION

The Directors consider that the terms and conditions of the Provisional SPA and the Formal SPA are normal commercial terms and are fair and reasonable and that the Disposal and the re-election of Director are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions set out in the notice of the SGM.

ADDITIONAL INFORMATION

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

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

– 11 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS STATEMENT

At the close of business on 31 January 2018, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the total indebtedness of the Group was as follows:

Bank loans and overdrafts

As at 31 January 2018, the Group had outstanding bank loans and overdrafts of approximately HK$27.8 million and HK$14.1 million respectively, which bore interest at a rate of 1.5% per annum plus 1-month Hong Kong Interbank Offered Rate to 1.25% per annum plus Hong Kong Dollar Prime Rate. These bank loans and overdrafts were repayable on demand or repayable within one year. All bank loans and overdrafts were secured by the Group’s properties, trade and retention monies receivables and Company’s corporate guarantee.

Other loan

As at 31 January 2018, the Group had other loan of HK$20.0 million which bore interest at a rate of 10.5% per annum and was repayable within one year. The other loan was secured by the Company’s corporate guarantee and pledged by the investment properties of the Group.

Obligations under finance leases

As at 31 January 2018, the Group had obligations under finance leases of approximately HK$2.4 million which had an average lease term of 3.5 years and carried interest at rates of 2.3% per annum.

Other borrowing

As at 31 January 2018, the Group had other borrowing of HK$54.0 million, which represented the 4% coupon bonds issued by an indirect wholly-owned subsidiary of the Company which will mature on 11 September 2018. The coupon bonds bore interest at a rate of 4% per annum and were secured by the Company’s corporate guarantee.

Disclaimer

Save as aforesaid or as otherwise disclosed herein, at the close of business on 31 January 2018, apart from intra-group liabilities and normal trade and other payables in the ordinary course of business, the 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.

– I-1 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

2. WORKING CAPITAL STATEMENT

The Directors are of the opinion that, after taking into account the present available resources, cash flows to be generated from the operating activities, in the absence of unforeseen circumstances, the Group will have sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

3. FINANCIAL AND TRADING PROSPECTS

The Group expects 2018 to be a busy time for the construction industry. Apart from the 10 major infrastructure projects, the Hong Kong government is also pressing ahead with other works such as the Liantang/Heung Yuen Wai Boundary Control Point project and the third runway for Hong Kong International Airport. In addition, based on the land supply forecast of the Hong Kong government, a total of 460,000 residential units are expected to be added to the market over the next 10 years, generating a great deal of future construction project work. Therefore, the Group is prudently optimistic about the overall prospects for the scaffolding sector. As one of the leading scaffolding sub-contractors in the industry, the Group is confident about securing more contracts in the coming year.

However, it is expected that there will also be a shortage of about 10,000 to 15,000 skilled workers in the construction industry. The Group has identified a key market niche and will continue to promote the use of the ‘‘Pik Lik’’ brand scaffolding system to help improve overall efficiency while boosting the revenue and market share of its scaffolding services division. At present, there are currently 15 construction projects utilising the Pik Lik scaffolding system, and these projects are still ongoing.

Furthermore, the Group plans to continue expanding those business segments that generate higher profit margins and show ample growth potential such as money lending and securities brokerage operations. In the meantime, the Group will strictly adhere to its cost control policy, and swiftly adjust business strategies to its scaffolding business in response to ever-changing market dynamics in order to generate better financial returns for the Shareholders.

The Group will actively explore all suitable investment opportunities to diversify the Group’s business horizons and will work hard to strengthen overall business development. The Group’s business strategy is in line with the general direction of the government’s overall strategic development plans for property construction, infrastructure investment and financial market development.

– I-2 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. EFFECTS OF THE DISPOSAL ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Effects on earnings

Upon Completion, it is expected that an unaudited book gain of approximately HK$56.6 million will be recorded as a result of the Disposal. Save as aforesaid, the Disposal is not expected to have any significant impact on the earnings of the Group.

Effects on assets and liabilities

As at 30 April 2017, the audited consolidated total assets and total liabilities of the Group amounted to approximately HK$952.7 million and HK$170.5 million respectively. Assuming Completion of the Disposal had taken place on 30 April 2017,

• (i) the consolidated total assets of the Group would have decreased to approximately HK$949.6 million, which is calculated as follows:

Audited consolidated total assets as at 30 April 2017 + Estimated net proceeds from the Disposal – Audited carrying value of the Properties as at 30 April 2017 – Part of the Consideration used to settle the bank loans to release/discharge the Properties from the subsisting mortgage/legal charge	HK$ million (Approximately) 952.7 108.0 51.5 59.6
	949.6

; and

• (ii) the consolidated total liabilities of the Group would have decreased to approximately HK$110.9 million, which is calculated as follows:

Audited consolidated total liabilities as at 30 April 2017 – bank loans secured by mortgage/legal charge over the Properties which will be settled by part of the Consideration	HK$ million (Approximately) 170.5 59.6
	110.9

– I-3 –

APPENDIX II

PROPERTY VALUATION REPORT

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from Vigers Appraisal & Consulting Limited, the Independent Property Valuer, in connection with its opinion of the market value of the Properties as at 24 January 2018.

Vigers Appraisal & Consulting Limited

International Assets Appraisal Consultants

10th Floor, The Grande Building

398 Kwun Tong Road Kowloon Hong Kong

==> picture [73 x 72] intentionally omitted <==

22 March 2018

The Directors

WLS Holdings Limited Rooms 1001-1006, 10th Floor Pacific Link Tower Southmark No. 11 Yip Hing Street Wong Chuk Hang Hong Kong

Dear Sirs,

In accordance with your instructions for us to value the property interest held by WLS Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter referred to as the ‘‘Group’’) in the Hong Kong Special Administrative Region (‘‘Hong Kong’’) of the People’s Republic of China (‘‘PRC’’), we confirm that we have carried out an inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such property interest as at 24 January 2018 (the ‘‘valuation date’’) for the purpose of incorporating into the circular

Our valuation is our opinion of the market value of the property interest which we would define market value as intended to mean ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper ’’ marketing and where the parties had each acted knowledgeably, prudently and without compulsion .

In valuing the property interest, we have valued the property by the direct comparison approach assuming sale of the property in its existing state with the benefit of vacant possession and by making reference to comparable sales transactions as available in the relevant market.

Our valuation has been made on the assumption that the owner sells the property interest on the open market in its existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the value of the property interest. In addition, no forced sale situation in any manner is assumed in our valuation.

– II-1 –

APPENDIX II

PROPERTY VALUATION REPORT

We have caused searches to be made at the Land Registry for the property interest. However, we have not inspected the original documents to verify the ownership, encumbrances or the existence of any subsequent amendments which may not appear on the copies handed to us.

We have relied to a considerable extent on information provided by the Group and have accepted advice given to us by the Group on such matters as planning approvals or statutory notices, easements, tenure, occupation, lettings, site and floor areas and in the identification of the property and other relevant matter. We have also been advised by the Group that no material facts had been concealed or omitted in the information provided to us. All documents have been used for reference only.

All dimensions, measurements and areas included in the valuation certificates are based on information contained in the documents provided to us by the Group and are approximations only. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the property. However, we have not carried out a structural survey nor have we inspected woodwork or other parts of the structures which are covered, unexposed or inaccessible and we are therefore unable to report that any such parts of the property are free from defect. No tests were carried out on any of the services.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interest nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

Our valuation is prepared in accordance with the HKIS Valuation Standards 2017 published by The Hong Kong Institute of Surveyors (HKIS) and the requirements set out in Chapter 8 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited.

Unless otherwise stated, all money amounts stated are in Hong Kong Dollars (HK$).

We enclose herewith a valuation certificate.

Yours faithfully,

For and on behalf of

Vigers Appraisal & Consulting Limited Raymond Ho Kai Kwong

Registered Professional Surveyor (GP) MRICS MHKIS MSc(e-com) China Real Estate Appraiser Managing Director

Note: Mr. Raymond Ho Kai Kwong, Chartered Surveyor, MRICS MHKIS MSc(e-com), has over twenty nine years’ experiences in undertaking valuations of properties in Hong Kong and has over twenty two years’ experiences in valuations of properties in the PRC.

– II-2 –

APPENDIX II

PROPERTY VALUATION REPORT

VALUATION CERTIFICATE

Property interest held by the Group in Hong Kong to be disposed

Description and Tenure

Property

Units 1, 2, 3, 5, 6, 21, 22, The property comprises 23, 25, 26 and 27 on 11 office units on the 10th Floor of 10th floor of a 37-storey Pacific Link Tower, Southmark, office building completed No. 11 Yip Hing Street, in or about 1995. Wong Chuk Hang, Hong Kong The property has a total saleable area of 11,438/750,000th equal and approximately 8,360 sq.ft. undivided shares of and in (776.66 sq.m.). Aberdeen Inland Lot No.423

The property is held under Conditions of Sale No.12188 for a term commencing from 17 December 1991 to 30 June 2047 at an annual government rent equal to 3% of the rateable value of the property.

Particulars of occupancy

Units 1, 2, 3, 5 and 6 are occupied by the Group for office use.

Units 21, 22 and 23 are leased to an Independent Third Party at a monthly rental of HK$46,000

(exclusive of government rent, rates, management fees and air-conditioning charges) for a term from 29 December 2017 to 28 December 2018 (the ‘‘Existing Tenancy’’).

Units 25, 26 and 27 are vacant.

Market value in existing state as at 24 January 2018 HK$106,960,000

Notes:

1. According to the Land Registry record, the current registered owner of the property is Wui Loong Holdings Company Limited, which is a wholly-owned subsidiary of the Company.

2. The property is subject to a mortgage in favour of DBS Bank (Hong Kong) Limited dated 6 January 2010 vide memorial no. 10012801180035.

3. The property was inspected by Mr. Tam Siu Kee, Chartered Surveyor, on 2 February 2018.

4. Upon completion of the sale and purchase (the ‘‘Sale’’) of the property between Wui Loong Holdings Company Limited (the ‘‘Vendor’’) as vendor and Estate Lion Limited (the ‘‘Purchaser’’) as purchaser, the Vendor and the Purchaser shall execute a tenancy agreement pursuant to which the Vendor agrees to rent, and the Purchaser agrees to let, subject and concurrent to the Existing Tenancy, the property for a term of 24 months commencing from but exclusive of the date of completion of the Sale at a monthly rental of HK$240,198, exclusive of government rent, rates, management charges and other outgoings, for office purpose. During the lease term, the Vendor will have a right to sublet the property or any part thereof at such rent and/or on such term as the Vendor shall deem fit but subject to the written approval of the Purchaser as head landlord which approval shall not be unreasonably withheld or delayed save and except that approval of the Purchaser for the Existing Tenancy shall be deemed to have been obtained by the Vendor.

– II-3 –

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTEREST

(i) Interests of the Directors and chief executive

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company 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); or (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 Directors to be notified to the Company and the Stock Exchange were as follows:

Name of Director Capacity Dr. So Yu Shing Beneficial owner Interest of spouse (note) Ms. Lai Yuen Mei, Rebecca Beneficial owner Interest of spouse (note) Mr. Kong Kam Wang Beneficial owner Mr. So Wang Chun, Edmond Beneficial owner	Number of Shares held Approximate Percentage of the issued Shares 3,320,000 3,320,000 6,640,000 0.05% 3,320,000 3,320,000 6,640,000 0.05% 1,778,000 0.01% 800,000 0.01%

Note: Ms. Lai Yuen Mei, Rebecca is the spouse of Dr. So Yu Shing.

– III-1 –

APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, no other Director or chief executive of the Company had or were deemed to have any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company 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); or (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 Directors to be notified to the Company and the Stock Exchange.

(ii) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (other than the Directors or chief executive of the Company) had an interest or short position in the Shares or underlying Shares which (i) would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (ii) were recorded in the register required to be kept under section 336 of the SFO:

			Approximate
			percentage of
		Number of	the issued
Name of Shareholder	Capacity	Shares held	Shares
Avant Capital Management	Investment manager	1,793,140,000	14.05%
(HK) Limited		(note a)
Avant Capital Eagle Fund	Investment manager	1,415,140,000	11.08%
		(note a)
Leung Wai Ho	Beneficial owner	1,600,000,000	12.53%
		(note b)
Chong Man San Denis	Interest of spouse	1,600,000,000	12.53%
		(note b)

Notes:

• (a) Such Shares include interest in 1,415,140,000 Shares held by Avant Capital Eagle Fund and 378,000,000 Shares held by Avant Capital SPC-Avant Capital Dragon Fund SP, both being wholly-owned subsidiaries of Avant Capital Management (HK) Limited.

• (b) Ms. Chong Man San Denis is the spouse of Mr. Leung Wai Ho.

– III-2 –

APPENDIX III

GENERAL INFORMATION

Save as disclosed in above, as at the Latest Practicable Date, so far as is known to the Directors, there was no other person who had an interest or short position in the Shares or underlying Shares which (i) would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (ii) were recorded in the register required to be kept under section 336 of the SFO.

As at the Latest Practicable Date, none of the Directors is a director or employee of the Company which has an interest or short position in a company which has an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance.

3. DIRECTORS’ COMPETING INTERESTS

To the best knowledge of the Directors, as at the Latest Practicable Date, according to the GEM Listing Rules, the following Directors had interests in the following businesses which compete or may compete, either directly or indirectly, with the business of the Group which would be required to disclosed under Rule 11.04 of the GEM Listing Rules:

		Description of
Name of Director	Name of entity	competing business	Nature of interests
Mr. Kong Kam Wang	KNK Holdings Limited	Provision of	Independent non-
	(Stock Code: 8039)	comprehensive	executive director
		architectural and
		structural engineering
		consultancy service
Mr. Law Man Sang	KGI Asia Limited	Securities brokerage	Executive director

Save as disclose above, to the best knowledge of the Directors, as at the Latest Practicable Date, none of the Directors nor their respective close associates (as defined under the GEM Listing Rules) had any business or interest which competes or may compete with the business of the Group which would be required to disclosed under Rule 11.04 of the GEM Listing Rules.

4. DIRECTORS’ SERVICE CONTRACTS

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

– III-3 –

APPENDIX III

GENERAL INFORMATION

5. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENTS

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group, nor had any Director had any direct or indirect interests 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 Group since 30 April 2017, being the date to which the latest published audited consolidated financial statements of the Group were made up.

6. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

7. MATERIAL CONTRACTS

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

• (a) the sale and purchase agreement dated 26 May 2016 entered into between the Company as vendor and Red Metro Limited as purchaser in relation to the disposal of the entire equity interest in Estate Sun Global Limited at a consideration of HK$20,000,000, further details of which are set out in the announcement of the Company dated 26 May 2016;

• (b) 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 Kwok Chu Raymond (‘‘Mr. Hue’’), Apex Gain Global Limited (‘‘Apex Gain’’), the Company and Favourite Number Limited (‘‘Favourite Number’’) in relation to the establishment of joint venture between Mr. Hue and Apex Gain, the allotment and issue of the Shares, and the management and affairs of Favourite Number. Such agreements were signed in relation to Favourite Number’s voluntary conditional securities exchange and cash offer (‘‘Offer’’) to acquire all of the issued shares of L&A International Holdings Limited (Stock Code: 8195), a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on GEM. The subscription price for the new shares of Favourite Number to be paid by Apex Gain was determined with reference to the acceptance of the Offer according to the formula set out in the circular of the Company dated 28 September 2016. The Offer was withdrawn subsequently. Further details of such material contracts are set out in the announcements of the Company dated 18 August 2016 and 12 September 2016 and the circular of the Company dated 28 September 2016;

• (c) the Provisional SPA;

– III-4 –

APPENDIX III

GENERAL INFORMATION

• (d) the sale and purchase agreement dated 5 February 2018 entered into between Instant Victory Global Limited, a wholly-owned subsidiary of the Company as purchaser and Mr. Leung Wai Ho as vendor in relation to the acquisition of the entire issued share capital of Blue Pool Ventures Limited at a consideration of HK$45,000,000, further details of which are set out in the announcement of the Company dated 5 February 2018; and

• (e) the Formal SPA.

8. 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

Vigers Appraisal & Consulting Limited Professional property valuer

Vigers 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, Vigers did not have any interest in the share capital of any member of the 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 Group.

As at the Latest Practicable Date, Vigers did not have any interest, direct or indirect, in any assets which have been, since 30 April 2017, being the date to which the latest published audited consolidated financial statements of the Group were made up, acquired or disposed of by or leased to or were proposed to be acquired or disposed of by or leased to any member of the Group.

– III-5 –

APPENDIX III

GENERAL INFORMATION

9. CORPORATE INFORMATION OF THE COMPANY

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 transfer office Conyers Corporate Services (Bermuda) Limited Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Branch share registrar and transfer office Tricor Tengis Limited in Hong Kong Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong Company secretary Mr. Yuen Chun Fai, CPA Compliance officer Mr. Yuen Chun Fai, CPA

10. AUDIT COMMITTEE

An audit committee of the 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. As at the Latest Practicable Date, the Audit Committee comprised three independent non-executive Directors, namely Mr. Lo Ka Ki (Chairman), Mr. Law Man Sang and Mr. Lam Wai Yu.

The primary duties of the Audit Committee include ensuring the Company’s financial statements, annual, interim and quarterly reports and the auditor’s report present a true and balanced assessment of the Company’s and the Group’s financial position; reviewing the Company’s and the Group’s financial control, internal control and risk management systems; and reviewing the Company’s financial and accounting policies and practices.

– III-6 –

APPENDIX III

GENERAL INFORMATION

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

Mr. Lo Ka Ki（盧家麒）(‘‘Mr. Lo’’), aged 39, was appointed as an independent non-executive Director with effect from 26 February 2018. Mr. Lo has obtained his master degree of professional accounting from The Hong Kong Polytechnic University in October 2009. He is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Lo has over 10 years of experience in audit and business advisory services and is currently a practicing director in the assurance & business advisory department of World Link CPA Limited (‘‘World Link’’). Mr. Lo has previously worked as an auditor at RSM Nelson Wheeler (currently known as RSM Hong Kong) (‘‘RSM’’) from December 2005 to June 2007, a senior accountant at LifeTec Enterprise Limited and a qualified accountant at Paradise Entertainment Limited (Stock Code: 1180), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange, from June 2007 to July 2009 and an audit senior and later on a manager at RSM from December 2009 to November 2014. As at the Latest Practicable Date, Mr. Lo was an independent non-executive director of Tian Chang Group Holdings Ltd. (Stock Code: 2182), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange. Save as aforesaid, Mr. Lo has not held any directorship in any other publicly listed companies in the last three years.

‘‘ ’’ Mr. Law Man Sang（羅文生）( Mr. Law ), aged 55, was appointed as an independent nonexecutive Director with effect from 1 December 2014. He has joined KGI Asia Limited since December 2004 and is currently the executive director of such company. Since June 2005, he has been acting as a responsible officer of 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 is also a representative of KGI Asset Management Limited in relation to Type 9 (asset management) regulated activity under the SFO since June 2015. Mr. Law has extensive experiences in financial services management and actively participates in various social and community organisations in both Hong Kong and the PRC. Mr. Law has not held directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

‘‘ ’’ Ms. Lam Wai Yu（林惠如）( Ms. Lam ), aged 52, was appointed as an independent non-executive Director with effect from 27 June 2017. She has over 15 years of experience in the logistic industry. Ms. Lam is currently the general manager of Harper Shipping Limited, a Hong Kong private company which is principally engaged in shipping business, and was mainly responsible for supervising business operation as well as screening projects in the PRC, Hong Kong and other countries. Ms. Law has not held directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

– III-7 –

APPENDIX III

GENERAL INFORMATION

11. 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 Company 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 16 April 2018.

• (a) the memorandum of continuance and bye-laws of the Company;

• (b) the annual reports of the Company for the years ended 30 April 2016 and 30 April 2017;

• (c) the valuation report on the Properties issued by the Independent Property Valuer as set out in Appendix II to this circular;

• (d) the written consent referred to in the section headed ‘‘8. QUALIFICATION AND CONSENT OF EXPERT’’ of this appendix;

• (e) the material contracts referred to in the paragraph headed ‘‘7. MATERIAL CONTRACTS’’ of this appendix; and

• (f) this circular.

– III-8 –

NOTICE OF 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 (‘‘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.

3. (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.’’

4. ‘‘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

• For identification purpose only

– SGM-1 –

NOTICE OF SGM

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.

4. 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.

5. 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.

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

As at the date of this notice, the board of 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).

– SGM-2 –