Wheelock and : & Company Limited – Monthly Return of Equity Issuer on Movements in Securities

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Wheelock and Company Limited Date Submitted 5th May, 2017

1. Movements in Authorised Share Capital

2. Ordinary Shares

3. Stock code : 00020 Description : N/A

   No. of ordinary shares

   Par value (State currency)

   Authorised share capital

   (State currency)

   Balance at close of preceding month Increase/(decrease)

   Balance at close of the month

4. Stock code : N/A Description :

No. of ordinary shares

Par value (State currency)

Authorised share capital

(State currency)

Balance at close of preceding month Increase/(decrease)

Balance at close of the month

5. Preference Shares

   Stock code : N/A Description :

   No. of

   preference shares

   Par value

   (State currency)

   Authorised share

   capital

   (State currency)

   Balance at close of preceding month

   Increase/(decrease)

   Balance at close of the month

6. Other Classes of Shares

   Stock code : N/A Description :

   No. of other

   classes of shares

   Par value

   (State currency)

   Authorised share

   capital

   (State currency)

   Balance at close of preceding month

   Increase/(decrease)

   Balance at close of the month

   Total authorised share capital at the end of the month (State

   currency) : N/A

7. Movements in Issued Share Capital

   Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares No of preference No. of other (1) (2) shares classes of shares
   	2,037,799,287 N/A N/A N/A 950,000 N/A N/A N/A 2,038,749,287 N/A N/A N/A

8. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of No. of new shares of No. of new shares of share option issuer issued during issuer which may be scheme the month pursuant issued pursuant including EGM Movement during the month thereto thereto as at close of approval date the month (dd/mm/yyyy) and class of shares issuable Granted Exercised Cancelled Lapsed
Share Option Scheme adopted on 09/06/2011 (Exercise price: HK$39.98 per Share Option Scheme adopted on 09/06/2011 (Exercise price: HK$36.60 per share) Ordinary shares Nil 950,000 Nil Nil 950,000 (Note 1) share) Ordinary shares Nil Nil Nil Nil Nil (Note 1) 3. N/A ( / / ) shares (Note 1) Total A. (Ordinary shares) 950,000 (Preference shares) N/A (Other class) N/A Total funds raised during the month from exercise of options (State currency) HK$37,981,000.00	4,600,000
	1,000,000

Warrants to Issue Shares of the Issuer which are to be Listed

Nominal value Currency at close of Description of warrants of nominal preceding (Date of expiry - dd/mm/yyyy) value month	No. of new shares of issuer issued during the month Exercised Nominal value pursuant during the at close of the thereto month month	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. N/A ( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 2. N/A ( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 3. N/A ( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 4. N/A ( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) Total B.	(Ordinary shares) N/A (Preference shares) N/A (Other class) N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Currency of amount outstanding	Amount at close of preceding month	No. of new shares of issuer issued during the month pursuant Converted Amount at thereto during the close of the month month	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. N/A	( ( ( (	/ / ) / / ) / / ) / / ) Total C. (Ordinary shares) N/A (Preference shares) N/A (Other class) N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:					No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	N/A
(	/	/	)
2.	shares (Note 1)
	N/A
(	/	/	)
3.	shares (Note 1)
	N/A
	(	/	/	)
	shares (Note 1)
	N/A
		Total D.	(Ordinary shares)
	(Preference shares)				N/A
	(Other class)				N/A

Other Movements in Issued Share Capital

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	Rights issue	At price :	State N/A currency	Class of shares	_
				issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date:	( / / )
				(dd/mm/yyyy)
2.	Open offer	At price :	State N/A currency	Class of shares	_
				issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date:	( / / )
				(dd/mm/yyyy)
3.	Placing	At price :	State N/A currency	Class of shares	_
				issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	( / / )
				EGM approval date:	( / / )
				(dd/mm/yyyy)
4.	Bonus issue	N/A	Class of shares	_
			issuable (Note 1)
			Issue and allotment	( / / )
			date : (dd/mm/yyyy)
			EGM approval date:	( / / )
			(dd/mm/yyyy)

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5.	Scrip dividend	At price :	State N/A currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	_ ( / / ) ( / / )
6.	Repurchase of shares	N/A	Class of shares repurchased (Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	_ ( / / ) ( / / )
7.	Redemption of shares	N/A	Class of shares redeemed (Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	_ ( / / ) ( / / )
8.	Consideration issue	At price :	State N/A currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	_ ( / / ) ( / / )

Type of Issue		No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
9.	Capital reorganisation	N/A	Class	of	shares	_
			issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	(	/	/	)
			EGM approval date:	(	/	/	)
			(dd/mm/yyyy)
10. Other (Please specify) At price:		State currency	N/A	Class	of	shares	_
				issuable (Note 1)
				Issue and allotment date : (dd/mm/yyyy)	(	/	/	)
				EGM approval date:	(	/	/	)
				(dd/mm/yyyy)
Total E. (Ordinary shares) N/A (Preference shares) N/A (Other class) N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2) Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):	950,000
	N/A
	N/A
	N/A
(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

Remarks (if any):

Submitted by: Wilson W. S. Chan

Title: Company Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.