Activation Group Holdings Limited — Proxy Solicitation & Information Statement 2020

Sep 29, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Activation Group Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

A notice convening the EGM to be held at 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong at 10:00 a.m. on Tuesday, 27 October 2020 is set out on pages 9 to 12 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the EGM (i.e. at or before 10:00 a.m. on 25 October 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

30 September 2020

CONTENTS

	Page
Definitions.................................................................................................................	1
Letter from the Board..............................................................................................	3
Appendix I — Proposed Amendments to the Articles of Association...............	6
Notice of the EGM....................................................................................................	9

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DEFINITIONS

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

• “Articles of Association”

the amended and restated articles of association of the Company adopted on 19 December 2019 (as amended, supplemented or otherwise modified from time to time);

• “Board”

the board of Directors;

• “Chairman”

the chairman of the Board;

• “Company”

Activation Group Holdings Limited 艾德韋宣集團控股有限 公司 , a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange;

• “Director(s)”

• director(s) of the Company;

• “EGM”

the extraordinary general meeting of the Company to be convened and held at 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong at 10:00 a.m. on Tuesday, 27 October 2020, the notice of which is set out on pages 9 to 12 of this circular, and any adjournment thereof;

• “Group”

the Company and its subsidiaries;

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date”

• 24 September 2020, being the latest practiable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange;

• “Proposed Amendments”

• the proposed amendments and restatement of the Articles of Association;

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DEFINITIONS

“Shares(s)”	the ordinary share(s) of HK$0.001 each in the share capital
	of the Company;
“Shareholder(s)”	the holder(s) of Shares; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

Executive Directors: Mr. Lau Kam Yiu (Joint-chairman & Chief Executive Officer) Mr. Ng Bo Sing

(Joint-chairman & Chief Operating Officer) Mr. Chan Wai Bun Ms. Low Wei Mun

Independent non-executive Directors: Ms. Cheung Siu Wan Mr. Yu Longjun Dr. Cheung Wah Keung

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal place of business in Hong Kong: 11/F, Gold Union Commercial Building No. 70-72 Connaught Road West Hong Kong

30 September 2020

To the Shareholders

Dear Sir/ Madam,

PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

INTRODUCTION

Reference is made to the announcement of the Company dated 18 September 2020 relating to the Proposed Amendments.

The Proposed Amendments is subject to, amongst other things, the approval by the Shareholders, by way of poll, at the EGM. The purpose of this circular is to provide you with further details of the Proposed Amendments and a notice convening the EGM.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS AND RESTATEMENT OF THE ARTICLES OF ASSOCIATION

In order to enhance the corporate governance structure of the Company and to facilitate the decision making of the Board, the Board proposes to make certain amendments to the Articles of Association to specify the proceedings of the Board for certain matters.

Details of the Proposed Amendments are set out in Appendix I of the circular.

The legal advisers to the Company as to Hong Kong laws and Cayman Islands law have respectively confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the Proposed Amendments for a Cayman Islands company listed on the Stock Exchange.

EGM

The EGM will be convened by the Company at 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong at 10:00 a.m. on Tuesday, 27 October 2020 for the Shareholders to consider, and if thought fit, to approve the Proposed Amendments by way of poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the Proposed Amendments, no Shareholders are required to abstain from voting on the special resolution to be proposed at the EGM.

The notice of EGM is set out on pages 9 to 12 of this circular. A form of proxy for use at the EGM is also enclosed herewith. Whether or not you intend to attend the EGM, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the EGM (i.e., at or before 10:00 a.m. on 25 October 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

PRECAUTIONARY MEASURES FOR THE EGM

Taking into account the recent development of the pandemic caused by the COVID-19, the Company strongly recommends the Shareholders to appoint the chairman of the EGM as their proxy to vote on their behalf in respect of the resolution to be proposed at the EGM to minimise the risk of infection. For Shareholders attending the EGM in person, the Company will implement the following precautionary measures at the EGM:

• (a) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.2 degrees Celsius will not be permitted to access to the meeting venue;

• (b) every Shareholder or proxy is required to sterilise their hands with hand sanitiser and register at the counter at the entrance of the venue;

• (c) every Shareholder or proxy is required to wear surgical face mask throughout the meeting; and

• (d) no refreshment will be served.

RECOMMENDATIONS

The Board considers that the Proposed Amendments is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution to approve the Proposed Amendments as set out in the notice of EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Activation Group Holdings Limited LAU Kam Yiu NG Bo Sing

Joint-Chairmen

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Details of the proposed amendments to the Articles of Association are set out as follows:

• (a) Article 1(A)

The following definition shall be inserted immediately after the existing definition of “Relevant Territory” in Article 1(A):

• ““RMB” shall mean Renminbi, the currency of the People’s Republic of China;”

• (b) Article 107A

The following Article 107A shall be added immediately after Article 107:

• “107A. The Directors may from time to time fix the maximum number of Directors, provided that such number of Directors shall not exceed the maximum number as from time to time determined by the shareholders in general meeting under Article 107.”

• (c) Article 109

The original Article 109 shall be revised as follows:

• “109. The Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting under Article 107 or by the Directors under Article 107A . Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.”

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (d) Article 132

The original Article 132 shall be revised as follows:

• “132. Subject to Article 132A , questions arising at any meeting of the Directors shall be decided by a majority of votes, and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.”

• (e) Article 132A

The following Article 132A shall be added immediately after Article 132:

• “132A. The following questions arising at any meeting of the Directors shall be decided by a majority of not less than four-fifth of votes cast by such Directors in office who are entitled to vote thereon for the time being:

• (i) any proposal to be considered by the Board to change the share capital of the Company under Article 13;

• (ii) any exercise by the Directors of the power of the Company to purchase of its own shares, warrants or other securities for the subscription or purchase of its own shares under Article 15;

• (iii) the making of any investment by the Company (other than investment in an existing subsidiary of the Company) with the total investment amount exceeding RMB10 million;

• (iv) any proposal to be considered by the Board to alter the Memorandum of Association or these Articles under Article 67(B);

• (v) any material change in the then principal business of the Company;

• (vi) any appointment of a Director by the Directors under Article 109;

• (vii) any recommendation by the Directors for the removal of any Director by the Company under Article 111;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (viii) the fixing and any change in the maximum number of Directors by the Directors under Article 107A, or any recommendation by the Directors for the fixing and/or change of the maximum number of Directors by the Company in general meeting under Article 107; and

• (ix) without limiting the generality of paragraph (iv) above, any proposal to be considered by the Board to alter this Article 132A, Article 132 or Article 139 regarding the decision making proceedings of the Directors.”

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NOTICE OF EGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Activation Group Holdings Limited (the “ Company ”) will be held at 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong on Tuesday, 27 October 2020 at 10:00 a.m. to consider, and if thought fit, pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT the Articles of Association of the Company be amended in the following manner:

2. (a) Article 1(A)

The following definition shall be inserted immediately after the existing definition of “Relevant Territory” in Article 1(A):

““RMB” shall mean Renminbi, the currency of the People’s Republic of China;”

• (b) Article 107A

The following Article 107A shall be added immediately after Article 107:

“107A. The Directors may from time to time fix the maximum number of Directors, provided that such number of Directors shall not exceed the maximum number as from time to time determined by the shareholders in general meeting under Article 107.”

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NOTICE OF EGM

• (c) Article 109

The original Article 109 shall be revised as follows:

• “109. The Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting under Article 107 or by the Directors under Article 107A . Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.”

• (d) Article 132

The original Article 132 shall be revised as follows:

• “132. Subject to Article 132A , questions arising at any meeting of the Directors shall be decided by a majority of votes, and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.”

• (e) Article 132A

The following Article 132A shall be added immediately after Article 132:

• “132A. The following questions arising at any meeting of the Directors shall be decided by a majority of not less than four-fifth of votes cast by such Directors in office who are entitled to vote thereon for the time being:

• (i) any proposal to be considered by the Board to change the share capital of the Company under Article 13;

• (ii) any exercise by the Directors of the power of the Company to purchase of its own shares, warrants or other securities for the subscription or purchase of its own shares under Article 15;

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NOTICE OF EGM

• (iii) the making of any investment by the Company (other than investment in a subsidiary of the Company) with the total investment amount exceeding RMB10 million;

• (iv) any proposal to be considered by the Board to alter the Memorandum of Association or these Articles under Article 67(B);

• (v) any material change in the then principal business of the Company;

• (vi) any appointment of a Director by the Directors under Article 109;

• (vii) any recommendation by the Directors for the removal of any Director by the Company under Article 111;

• (viii) the fixing and any change in the maximum number of Directors by the Directors under Article 107A, or any recommendation by the Directors for the fixing and/or change of the maximum number of Directors by the Company in general meeting under Article 107; and

• (ix) without limiting the generality of paragraph (iv) above, any proposal to be considered by the Board to alter this Article 132A, Article 132 or Article 139 regarding the decision making proceedings of the Directors.

Subject to the passing of the special resolution in this Notice, the amended and restated Articles of Association of the Company in the form of the document marked “A”, a copy of which has been produced to this meeting, which consolidates all the proposed amendments above be approved and adopted in substitution for and to the exclusion of the existing Articles of Association of the Company with immediate effect.”

Yours faithfully,

By order of the Board Activation Group Holdings Limited LAU Kam Yiu NG Bo Sing Joint-Chairmen

Hong Kong, 30 September 2020

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NOTICE OF EGM

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (“ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, then one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must 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 seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar (the “ Share Registrar ”) of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the extraordinary general meeting (i.e. at or before 10:00 a.m. on 25 October 2020 (Hong Kong time)) or any adjournment thereof.

4. For the purpose of determining members who are qualified for attending the extraordinary general meeting, the register of members of the Company will be closed from Wednesday, 21 October 2020 to Tuesday, 27 October 2020 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the above meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Share Registrar at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Tuesday, 20 October 2020.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the executive directors of the Company are Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun and Ms. Low Wei Mun, and the independent nonexecutive directors are Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

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