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Beijing Yunji Technology Co., Ltd. Proxy Solicitation & Information Statement 2024

Nov 21, 2024

50748_rns_2024-11-21_669d0dfe-39b9-455d-a480-98a9be894599.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability) (Stock code: 1196)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Realord Group Holdings Limited (the “ Company ”) will be held at 9/F, Henley Building, 5 Queen’s Road Central, Central, Hong Kong on Friday, 13 December 2024 at 11 a.m. to consider, if thought fit, pass with or without modifications the following as ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. THAT :

    • (a) the conditional sale and purchase agreement dated 1 November 2024 entered into between Manureen Holdings Limited (as purchaser) and the Company (as seller) in relation to, among other things, the disposal of 985,471,362 shares of The Sincere Company, Limited (“ Sincere ”), representing 75% of the total issued shares of Sincere (the “ Agreement ”) (a copy of which has been produced to the Meeting and initialled by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and any other ancillary documents, be and are hereby ratified, confirmed and approved, subject to such addition or amendment as any director(s) of the Company (the “ Director(s) ”) may consider necessary, desirable or appropriate; and

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  • (b) any Director be and is hereby authorised for and on behalf of the Company to, among other matters, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Agreement and any ancillary documents and the transactions contemplated thereunder.”

Yours faithfully For and on behalf of the board of directors of Realord Group Holdings Limited Lin Xiaohui Chairman

Hong Kong, 22 November 2024

Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street 24/F, Jardine House Hamilton HM 11 1 Connaught Place Bermuda Central, Hong Kong

Notes:

  1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares of the Company (the “ Shares ”) in respect of which each such proxy is so appointed.

  2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the Meeting (i.e. no later than Wednesday, 11 December 2024 at 11 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the Meeting or any adjournment thereof, should he/she so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. Where there are joint holders of any Share, any one of such holders may vote at the Meeting either personally or by proxy in respect of such Share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the Meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

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  1. For the purpose of determining shareholders’ entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 10 December 2024 to Friday, 13 December 2024 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 9 December 2024 (Hong Kong time).

  2. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will publish an announcement on the website of the Company at http://www.realord.com.hk and on the website of the Stock Exchange at http://www.hkexnews.hk to notify shareholders of the Company of the date, time and venue of the rescheduled meeting.

  3. In case of discrepancy between the English version and the Chinese version of the notice of the Meeting, the English version shall prevail.

As at the date of this announcement, the executive directors of the Company are Dr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong and the independent non-executive directors of the Company are Mr. Yu Leung Fai, Mr. Fang Jixin and Mr. Ho Chun Chung Patrick.

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