WELLING HLDG : (009) Letter from the Independent Board Committee

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in Hong Kong with limited liability)

(Stock Code: 382)

11 January 2018

To the Scheme Shareholders,

Dear Sir or Madam,

(1) PROPOSAL FOR THE PRIVATISATION OF

WELLING HOLDING LIMITED

BY MIDEA INTERNATIONAL CORPORATION COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 673

OF THE COMPANIES ORDINANCE

AND

(2) PROPOSED WITHDRAWAL OF LISTING OF

WELLING HOLDING LIMITED

We refer to the document dated 11 January 2018 jointly issued by the Offeror and the Company in relation to the Proposal (the ''Scheme Document''), of which this letter forms part. Terms defined in the Scheme Document shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed by the Board as the Independent Board Committee to make a recommendation to the Scheme Shareholders in respect of the Proposal and the Scheme respectively, details of which are set out in the ''Letter from the Board'' and the ''Explanatory Statement'' of this Scheme Document.

Optima Capital Limited, the Independent Financial Adviser, has been appointed with our approval, to advise us in connection with the Proposal and the Scheme. The details of its advice and the principal factors taken into consideration in arriving at its recommendations are set out in the ''Letter from Optima Capital'' of this Scheme Document.

In the ''Letter from Optima Capital'' of this Scheme Document, the Independent Financial Adviser states that it considers the terms of the Proposal and the Scheme are fair and reasonable, and advises the Independent Board Committee to recommend the Scheme Shareholders to vote in favour of the relevant resolution(s) to be proposed at the Court Meeting and the EGM to approve and implement the Proposal and the Scheme.

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