Wing Hang Bank : Notice of Special General Meeting and Proposal for Change of Bank Name

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.

(Incorporated in Hong Kong with limited liability)

The notice convening the Special General Meeting of Wing Hang Bank, Limited to be held at Bank Reception Hall, 18th Floor, Wing Hang Bank Building, 161 Queen's Road Central, Hong Kong on Wednesday, 10 September 2014 at 10:00 a.m. is set out on pages 5 to 6 of this circular.
Whether or not you are able to attend the Special General Meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Investor Centre of the Bank's share registrars, Computershare Hong Kong Investor Services Limited, on 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.
19 August 2014

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

"Articles of Association" the articles of association of the Bank adopted from time to time;
"Bank" Wing Hang Bank, Limited, a company incorporated in Hong Kong with limited liability whose principal business is banking and the Shares of which are listed on the main board of the Stock Exchange;
"Board" the board of Directors of the Bank; "Director(s)" the director(s) of the Bank;
"Group" the Bank and its subsidiaries;
"Hong Kong" Hong Kong Special Administrative Region of The
People's Republic of China;
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange;
"Notice of SGM" the notice convening the SGM set out on pages 5 to 6 of this circular;
"SGM" or "Special General
Meeting"
a special general meeting of the Bank to be held at Bank Reception Hall, 18th Floor, Wing Hang Bank Building, 161 Queen's Road Central, Hong Kong on Wednesday, 10 September 2014 at 10:00 a.m. or any adjourned meeting thereof;
"Share(s)" fully paid ordinary shares in the share capital of the
Bank;
"Shareholder(s)" or
"Member(s)"
holder(s) of Shares; and
"Stock Exchange" The Stock Exchange of Hong Kong Limited.
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(Incorporated in Hong Kong with limited liability)

Chairman:

Dr FUNG Yuk Bun Patrick JP

Executive Directors:

Mr NA Wu Beng (Chief Executive)
Mr Frank John WANG (Deputy Chief Executive)

Non-executive Directors:

Dr CHEONG Choong Kong
Ms KNG Hwee Tin
Mr TSIEN Samuel Nag
Independent Non-executive Directors: Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang
Mr TSE Hau Yin Aloysius

Alternate Director:

Mr FUNG Yuk Sing Michael

(Alternate Director to Mr Frank John WANG)

Registered Office:

161 Queen's Road Central
Hong Kong
19 August 2014

To the Shareholders

Dear Sir or Madam,

The purpose of this circular is to provide you with the Notice of SGM and information in relation to the resolution to be proposed at the SGM on change of name of the Bank.
The Notice of SGM is set out on pages 5 to 6 of this circular. A proxy form is also enclosed.
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Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Investor Centre of the Bank's share registrars, Computershare Hong Kong Investor Services Limited, on 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.
According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting must be taken by poll. The Chairman will demand each resolution set out in the Notice of SGM to be decided by poll pursuant to Article 69 of the Articles of Association.

On 15 July 2014, OCBC Pearl Limited became a registered shareholder of the Bank and Oversea-Chinese Banking Corporation Limited became a majority shareholder of the Group accordingly.
As the Bank has become a subsidiary of Oversea-Chinese Banking Corporation Limited, the Board considers that the Change of Bank Name will align the Bank's corporate identity with the parent Bank's branding and corporate identity.
The Board is of the opinion that the proposed Change of Bank Name will benefit the Bank's future business development and is in the interests of the Bank and the Shareholders as a whole.

The proposed Change of Bank Name will be subject to the following:
1. the passing of a special resolution by the Shareholders at the SGM to approve the proposed Change of Bank Name; and
2. the Registrar of Companies of Hong Kong approving the use of the proposed new
English name and Chinese name by the Bank.
The Change of Bank Name shall take effect from the date on which the relevant Certificate of Change of Name is issued by the Registrar of Companies of Hong Kong.
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The proposed Change of Bank Name will not affect any rights of the Shareholders or the
Bank's daily business operation and/or its financial position.
After the proposed Change of Bank Name becomes effective, all existing share certificates in issue bearing the existing Bank name shall continue to be evidence of entitlement to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing share certificates for new share certificates bearing the new Bank name.

The Board considers that the change of Bank name is in the interests of the Bank and its Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the proposed resolution at the SGM.
Yours faithfully

Chairman

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(Incorporated in Hong Kong with limited liability)

10:00 a.m. for the following purpose:

1. "THAT subject to the granting of the approval for the proposed change of name as set out in paragraph (a) below by the Registrar of Companies of Hong Kong:
(a) the English name of the Bank be and is hereby changed from "Wing Hang Bank, Limited" to "OCBC Wing Hang Bank Limited" and the Chinese name of the Bank be and is hereby changed from " " to "
" with effect from the date of the issue of the certificate on change of name by the Registrar of Companies of Hong Kong; and
(b) any one of the Directors or the Secretary be and is hereby authorised to sign, execute and deliver all such documents and take all such actions and steps and do such acts, matters and things as he or she considers necessary, appropriate, desirable or expedient to give full effect to this resolution, and for the purpose of or in connection with the implementation of the change of name of the Bank."
By order of the Board

Company Secretary

Hong Kong, 19 August 2014
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1. Voting at the Meeting shall be conducted by way of a poll.

2. A member entitled to attend and vote at the Special General Meeting is entitled to appoint another person as his or her proxy to attend and vote instead of him or her. A proxy does not have to be a member of the Bank. A member may appoint more than one proxy to attend the same occasion. To be valid, all proxy forms must be deposited at the Investor Centre of the Bank's share registrars, Computershare Hong Kong Investor Services Limited, on 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting thereof.

3. In the case of joint holders of shares, 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 other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand on the register of members.

4. The register of members of the Bank will be closed from Monday, 8 September 2014 to Wednesday, 10

September 2014, both days inclusive, for the purpose of ascertaining shareholders entitled to attend and vote at the Special General Meeting. In order to qualify for attending and voting at the Special General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Bank's share registrars, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 5 September 2014.

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