WLS HOLDINGS (08021) is advised to undergo a share capital restructuring.

WLS HOLDINGS (08021) announced that the board of directors proposes a share capital restructuring, involving share consolidation, share capital reduction, share split, and reduction of share premium. (i) Share consolidation, under which every forty (40) shares with a par value of HK$0.01 each, both issued and unissued, will be consolidated into one (1) share with a par value of HK$0.40 per share (any fractional shares in the company's issued share capital resulting from the share consolidation will be cancelled); (ii) Following the share consolidation, a share capital reduction will take place where the company's issued share capital will be reduced by (a) cancelling any fractional shares resulting from the share consolidation to round down the total number of consolidated shares to the nearest whole number, and (b) reducing the par value of each issued consolidated share from HK$0.40 to HK$0.01 by cancelling HK$0.39 per share to reduce the company's paid-up share capital; (iii) Following the share consolidation, a share split will occur, where each statutory but unissued consolidated share will be split into forty (40) adjusted shares with a par value of HK$0.01 each, resulting in the company's statutory share capital being HK$400 million, divided into 400 billion adjusted shares; (iv) Following the share capital reduction and share split, a reduction of share premium will take place, where the entire amount in the share premium account will be reduced to zero; and (v) Following the reduction of share premium, all proceeds of approximately HK$700 million (i.e., approximately HK$140 million from the share capital reduction and approximately HK$560 million from the reduction of share premium) resulting from the share capital reduction and reduction of share premium will be transferred to the company's accumulated realized profit account to offset the company's accumulated losses, or be used by the board of directors in accordance with the company's regulations and applicable Bermuda laws without further authorization from the shareholders. The board of directors recommends that after the share capital restructuring takes effect, eligible shareholders as of the record date will be entitled to subscribe for one share of rights shares for every 1 share of adjusted shares held, at a subscription price of HK$0.24 per rights share, with a maximum of 359,177,526 rights shares to be issued (assuming that the total number of issued shares has not changed since the announcement date, except for changes resulting from the share capital restructuring). This will raise a maximum of approximately HK$86.2 million (before expenses). The net proceeds of approximately HK$83.2 million are intended to repay the group's loans and for general working capital purposes. On February 6, 2026 (after trading hours), the company entered into a placing agreement with the placing agent, under which the placing agent conditionally agrees to use their best efforts to ensure that the subscribers subscribe for the undersubscribed rights shares and the rights shares not sold by the shareholders at the best efforts basis.