Wei Yuan : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

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 you should take, 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 Wei Yuan Holdings Limited (the ''Company''), you should at once hand this circular together with the accompanying 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.

Wei Yuan Holdings Limited

偉 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1343)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, 23 June 2021 at 37 Kranji Link, Singapore 728643 (the ''AGM'') is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

26 April 2021

TABLE OF CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

APPENDIX II - DETAILS OF DIRECTORS FOR RE-ELECTION . . . . . . . . . . . . . . 11 NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at
	10:00 a.m. on Wednesday, 23 June 2021 at 37 Kranji Link,
	Singapore 728643 or any adjournment thereof
''Articles of Association''	the amended and restated articles of association of the
	Company
''Board''	the board of Directors
''Company''	Wei Yuan Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and the issued Shares
	of which are listed on the Main Board
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Issue Mandate''	the issue mandate proposed to be granted to the Directors at
	the AGM to allot, issue and deal with Shares not exceeding
	20% of the total number of the issued shares of the
	Company as at the date of passing the relevant ordinary
	resolution for approving the issue mandate
''Latest Practicable Date''	20 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Main Board''	the Main Board of the Stock Exchange
''Repurchase Mandate''	the repurchase mandate proposed to be granted to the
	Directors at the AGM to exercise the power of the
	Company to repurchase Shares up to a maximum of 10% of
	the total number of the issued shares of the Company as at
	the date of passing of the ordinary resolution approving the
	repurchase mandate
''S$''	Singapore dollars, the lawful currency of Singapore

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	DEFINITIONS
''SFO''	the Securities and Futures Ordinance (Chapter 571 of Laws
	of Hong Kong)
''Share(s)''	ordinary share(s) of nominal value 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
''Takeovers Code''	The Codes on Takeovers and Mergers as amended from
	time to time
''%''	per cent

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LETTER FROM THE BOARD

Wei Yuan Holdings Limited

偉 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1343)

Executive Directors:	Registered Office:
Mr. Ng Tian Soo (Chairman)	Cricket Square, Hutchins Drive
Mr. Ng Tian Fah (Chief Executive Officer)	PO Box 2681, Grand Cayman
	KY1-1111, Cayman Islands
Independent Non-Executive Directors:
Mr. Gary Ng Sin Tong	Headquarter and Principal Place of
(alias Mr. Gary Huang Chendong)	Business in Singapore:
Ms. Lee Wing Yin Jessica	37 Kranji Link
Mr. George Christopher Holland	Singapore 728643
	Principal Place of Business
	in Hong Kong:
	Unit B, 17/F, United Centre
	95 Queensway, Hong Kong
	26 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the extension of the Issue Mandate; (iv) the reelection of retiring Directors; (v) the re-appointment of the auditor of the Company; and (vi) to give you the notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved by its then Shareholders on 3 June 2020. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM. Ordinary resolutions will be proposed at the AGM for the Shareholders to consider and approve:

1. the granting of the Issue Mandate so that the Directors will be able to allot, issue and deal with up to a total of 212,800,000 Shares, representing 20% of the total number of issued Shares on the date of passing of such resolution (based on 1,064,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the AGM);
2. the granting of the Repurchase Mandate so that the Directors are authorized to repurchase Shares on the Stock Exchange up to a total of 106,400,000 Shares, representing 10% of the total number of issued Shares on the date of passing of such resolution; and
3. the extension of the Issue Mandate by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate will continue in force until the earliest of

1. the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

At the AGM, the Directors, namely Mr. Ng Tian Fah and Ms. Lee Wing Yin Jessica will retire from office by rotation in accordance with article 84 of the Articles of Association and, being eligible, will offer themselves for re-election.

In accordance with article 84 of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which

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LETTER FROM THE BOARD

he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Accordingly, Mr. Ng Tian Fah, the executive Director, and Ms. Lee Wing Yin Jessica, the independent non-executive Director, will retire from office at the AGM and, being eligible, will offer themselves for re-election.

Particulars of the Directors who offer themselves for re-election are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITOR

Moore Stephens CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment as the auditor of the Company.

The Board proposed to re-appoint Moore Stephens CPA Limited as the auditor of the Company and to hold office until the conclusion of next annual general meeting of the Company, subject to the approval of the Shareholders at the AGM.

AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 14 to 17 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. If you are unable to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the ordinary resolutions to be proposed at the AGM 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 relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Wei Yuan Holdings Limited

Ng Tian Soo

Chairman and Executive Director

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APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,064,000,000 Shares.

Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorized to repurchase up to a maximum of 106,400,000 Shares, representing 10% of the total number of the issued Shares as at the Latest Practicable Date during the period up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

3. REASONS FOR THE REPURCHASE

The Directors consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

4. SOURCE OF FUNDS

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its amended and restated memorandum and articles of association of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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APPENDIX I	EXPLANATORY STATEMENT

5. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared with that as at 31 December 2020, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

6. DIRECTORS AND THEIR CLOSE ASSOCIATES

To the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

7. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the Cayman Islands.

8. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Ng Tian Soo (''Mr. Ng TS''), Mr. Ng Tian Fah (''Mr. Ng TF''), Mr. Ng Tian Kew (''Mr. Ng TK''), Ms. Ng Mei Lian (''Ms. Ng ML'') and Mr. Chai Kwee Lim (''Mr. Chai KL''), together with a company controlled by them, are interested in 798,000,000 Shares representing approximately 75% of the issued share capital of the Company. The 798,000,000 Shares are owned by WG INTERNATIONAL (BVI) LIMITED (''WGI (BVI)'') which is owned as to 33% by Mr. Ng TS, 28% by Mr. Ng TF, 28% by Mr. Ng TK, 9% by Ms. Ng ML and 2% by Mr. Chai KL. Mr. Ng TS, Mr. Ng TF, Mr. Ng TK, Ms. Ng ML and Mr. Chai KL entered into concert parties confirmatory deed on 23 July 2019 to confirm, among other things, that they are parties acting in concert to exercise their voting rights in the Company and they together are interested in a total of 75% of the issued share capital of the Company. Ms. Pang Kip Moi is the spouse of Mr. Ng TS and accordingly, is deemed, or taken to be, interested in all the Shares that Mr. Ng TS is interested in by virtue of the SFO. Ms. Phang May Lan is the spouse of Mr. Ng TF and accordingly, is deemed, or taken to be, interested in all the Shares that Mr. Ng TF is interested in by virtue of the SFO. Ms. Tang Siaw Tien is the spouse of Mr. Ng TK and accordingly, is deemed, or taken to be, interested in all the Shares that Mr. Ng TK is interested in by virtue of the SFO. Mr. Chen Teck Men is the spouse of Ms. Ng ML and accordingly, is deemed, or taken to be, interested in all the Shares that Ms. Ng ML is interested in by virtue of the SFO.

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APPENDIX I	EXPLANATORY STATEMENT

In the event that the Repurchase Mandate is exercised in full, the interest of WGI (BVI) will increase to approximately 83.33%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the number of Shares held by the public to less than 25%.

The Directors do not intend to exercise the power to repurchase Shares to an extent which would render the controlling shareholders of the Company or any Shareholders or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to repurchase the Shares on the Stock Exchange to such an extent the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the minimum public float requirement.

9. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of the Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.

10. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has he/she/it undertaken not to do so in the event that the Repurchase Mandate is approved and exercised.

11. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	1.820	1.220
May	1.830	1.230
June	1.650	1.300
July	2.150	1.460
August	2.500	1.950
September	4.090	0.185
October	0.228	0.152
November	0.170	0.133
December	0.145	0.110
2021
January	0.130	0.066
February	0.117	0.091
March	0.290	0.104
April (up to and including
the Latest Practicable Date)	0.226	0.156

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APPENDIX I	EXPLANATORY STATEMENT

12. STATUS OF REPURCHASED SHARES

The listing of all Shares which are repurchased by the Company (whether on the Stock Exchange or otherwise) shall be automatically cancelled upon repurchase. The Company shall ensure that the documents of title of the repurchased Shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such repurchase.

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APPENDIX II	DETAILS OF DIRECTORS FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the AGM:

1. Mr. Ng Tian Fah, aged 51, was appointed as a director of Wee Guan Construction Pte Ltd (''WGC'') on 1 March 2010 and was re-designated as an executive Director of the Group on 29 July 2019. He also serves as the chief executive officer of the Group and is the member of the remuneration committee of the Company. He is primarily responsible for the planning and directing the Group's construction function, overseeing all major construction programmes to ensure all projects are consistent with the Group's goals as well as the timeliness of the progress and completion, that are within budget and has adhered to pre-established specifications. Mr. Ng TF is also a director of Wee Guan Corporation Pte. Ltd., WGC and Hydrojack Engineering Pte. Ltd., which all belong to the subsidiaries of the Company. He is also a director of WGI (BVI), a controlling shareholder of the Company. Mr. Ng TF has over 26 years of experience in the construction industry in Singapore. Mr. Ng TF has attained professional diploma in human resources at Human Capital (Singapore) Pte. Ltd. in July 2018. He is the brother of Mr. Ng TS, Mr. Ng TK and Ms. Ng ML, and the uncle of Mr. Ng Choon Tat and Mr. Ng Choon Wee.

Mr. Ng TF was the director of the following company prior to its respective dissolution. Mr. Ng TF confirmed that the company was solvent and inactive at the time of its dissolution and that its dissolution had not resulted in any liability or obligation against him. The following are details of the aforementioned dissolved company:

		Principal
		business activity
Name of	Place of	prior to cessation	Date of	Means of
Company	incorporation	of business	dissolution	dissolution
Greenworld	Singapore	Wholesale of structural	5 September	Striking off
Resources Pte.		clay and concrete	2009
Ltd.		products

Save as disclosed above, Mr. Ng TF did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.

Mr. Ng TF is one of the controlling shareholders of the Company under the Listing Rules. As at the Latest Practicable Date, Mr. Ng TF was deemed to be interested in 798,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Ng TF does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

Mr. Ng TF entered into a service agreement with the Company for an initial term of three years commencing from March 2020. The service agreement is renewable automatically for successive terms of three years each commencing from the day next after the expiry of the current term of his appointment, unless and until

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APPENDIX II	DETAILS OF DIRECTORS FOR RE-ELECTION

terminated by either party giving to the other not less than three months' prior notice in writing or otherwise in accordance with the terms of the service agreement. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual remuneration payable to Mr. Ng TF under the service agreement is S$491,250, which was determined by reference to his duties and responsibilities with the Company and market conditions. Mr. Ng TF is entitled to, upon completion of every 12 months of service, a discretionary management bonus of an amount to be recommended by the remuneration committee of the Company and approved by the majority of the Board. The emoluments paid or payable to Mr. Ng TF for the year ended 31 December 2020 amounted to approximately S$599,000.

Save as disclosed above, there are no other matters concerning Mr. Ng TF that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

2. Ms. Lee Wing Yin Jessica, aged 51, was appointed as the independent non- executive Director on 18 February 2020. She also serves as the chairman of audit committee and a member of the remuneration committee of the Company. She is primarily responsible for providing independent advice to the Board.

She is a director of DLK Advisory Limited since May 2016, in which she provides financial consulting and planning services to clients, manages the finance, human resources and administration teams and involves in the business development of the company. Ms. Lee has over 21 years of experience in accounting field, which she has gained from her previous positions in various companies tracing back to November 1994. She joined Kerry Properties (H.K.) Limited (HK stock code: 683), a property developer in Hong Kong as an accounts clerk in November 1994 and held her last position as a senior accounts clerk in July 1999. She was with MiTek Australia Limited, a manufacturer of construction materials in Australia, as an accountant between May 2000 and February 2002. Ms. Lee was a financial controller of FinMaster Financial Planning Limited from June 2002 to October 2003. She worked as a senior accountant of Diarough (Hong Kong) Limited between November 2003 and October 2004. She then joined Pico International (HK) Limited (HK stock code: 752) as an accountant in November 2004 and held her last position as a financial controller in April 2016.

Ms. Lee received a bachelor's degree in economics and a master's degree in business administration through part-time study from Monash University in October 1994 and November 2001, respectively. She was admitted as a certified practising accountant of the Australia Society of Certified Practising Accountants in October 1998 and an associate of the Hong Kong Institute of Certified Public Accountants in March 1999.

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APPENDIX II	DETAILS OF DIRECTORS FOR RE-ELECTION

Ms. Lee was the director of the following company prior to its respective dissolution. Ms. Lee confirmed that the company was solvent and inactive at the time of its dissolution and that its dissolution had not resulted in any liability or obligation against her. The following are details of the aforementioned dissolved company:

		Principal
		business activity
Name of	Place of	prior to cessation	Date of	Means of
Company	incorporation	of business	dissolution	dissolution
Finmaster	Hong Kong	Financing planning	18 April 2019	Dissolved by

Financial	deregistration
Planning
Limited

Save as disclosed above, Ms. Lee did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.

As at the Latest Practicable Date, Ms. Lee does not have any interest or short position in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Lee does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

Ms. Lee entered into a letter of appointment with the Company under which Ms. Lee is appointed for an initial term of three years commencing from March 2020. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director's fee payable to Ms. Lee under the letter of appointment is HK$120,000, which was determined by reference to her duties and responsibilities with the Company and market conditions.

Save as disclosed above, there are no other matters concerning Ms. Lee that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Ms. Lee made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board is of the view that Ms. Lee meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Ms. Lee possesses extensive experience in accounting field and has demonstrated her ability to provide an independent view to the Company's affairs during her tenure in office. The Board considers to enhance its diversity with different expertise when re-election of an independent non-executive Director. The Board is of the view that Ms. Lee will continue to bring further contribution and independent advice to the Group.

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NOTICE OF THE ANNUAL GENERAL MEETING

Wei Yuan Holdings Limited

偉 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1343)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Wei Yuan Holdings Limited (the ''Company'') will be held at 10:00 a.m. on Wednesday, 23 June 2021 at 37 Kranji Link, Singapore 728643 for the following purposes:

1. To receive, consider and adopt the audited financial statements, the directors' report and the independent auditor's report on consolidated financial statements of the Company for the year ended 31 December 2020.
2. (A) To re-elect Mr. Ng Tian Fah as an executive director of the Company;
3. 1. To re-elect Ms. Lee Wing Yin Jessica as an independent non-executive director of the Company; and
   2. To authorise the board of directors of the Company (the ''Board'') to fix the directors' remuneration.
4. To re-appoint Moore Stephens CPA Limited as the auditor of the Company and to authorize the Board to fix their remuneration.
5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
6. 1. ''THAT:
   2. 1. subject to paragraph (c) below, pursuant to Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
      2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below);

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangements of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the amended and restated articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate number of shares of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly; and
2. for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
   3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under

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NOTICE OF THE ANNUAL GENERAL MEETING

the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).''

1. ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the aggregate number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be purchased as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly; and
   3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company; or
      2. the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
      3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF THE ANNUAL GENERAL MEETING

1. ''THAT subject to the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution numbered 4(A) as set out in the Notice be extended by the addition to the aggregate number of the shares of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the mandate to purchase shares of the Company referred to in the resolution numbered 4(B) as set out in the Notice, provided that such extended amount shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution.''

By Order of the Board

Wei Yuan Holdings Limited

Ng Tian Soo

Chairman and Executive Director

Singapore, 26 April 2021

Headquarter and Principal Place of Business in Singapore:

37 Kranji Link

Singapore 728643

Principal Place of Business in Hong Kong:

Unit B, 17/F

United Centre

95 Queensway Hong Kong

Notes:

1. Any member of the Company (''Member'') entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the general meeting of the Company. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
2. 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 were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish.

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