Winfull : NOTICE OF EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 183)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Winfull Group Holdings Limited (the "Company") will be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Friday, 30 April 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below) and with effect from the second business day after the date of the passing of this resolution:

1. every ten (10) issued and unissued shares of par value of HK$0.01 each in the share capital of the Company be and are hereby consolidated into one (1) consolidated share of par value of HK$0.10 (the "Consolidated Shares") (the "Share Consolidation") such that the authorised share capital of the Company shall be changed from HK$100,000,000.00 divided into 10,000,000,000 shares of par value of HK$0.01 each to HK$100,000,000.00 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.10 each;
2. all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit; and

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1. any one of the Directors be and is hereby authorised to do all such acts and things and execute all documents he considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder."

	By order of the Board
	Winfull Group Holdings Limited
	Pong Wilson Wai San
	Chairman
Hong Kong, 12 April 2021
Registered office	Head office and principal place of
Cricket Square	business in Hong Kong
Hutchins Drive	Unit A, 6/F
P.O. Box 2681	9 Queen's Road Central
Grand Cayman KY1-1111	Hong Kong
Cayman Islands

Notes:

1. Any member entitled to attend and vote at the EGM is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
2. 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.
3. In order to be valid, the form of proxy must be duly lodged at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time (i.e. Wednesday, 28 April 2021 at 3:00 p.m.) for holding the EGM or any adjourned meeting.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.
5. 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 is present at any meeting, the vote of such holder so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.
6. Completion and return of a form of proxy will not preclude a member from attending and voting at the EGM or any adjournment thereof in person, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this announcement, the Company's executive directors are Mr. Pong Wilson Wai San and Mr. Lee Wing Yin, the Company's non-executive director is Mr. Lai Hin Wing, Henry and the Company's independent non-executive directors are Mr. Koo Fook Sun, Louis, Ms. Yeung Wing Yan, Wendy and Mr. Lung Hung Cheuk respectively.

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