Magnus Concordia Group Limited — Proxy Solicitation & Information Statement 2023

Nov 9, 2023

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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YUE YUEN INDUSTRIAL (HOLDINGS) LIMITED 裕元工業（集團）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00551)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Yue Yuen Industrial (Holdings) Limited (the “ Company ”) will be held at 10:00 a.m. on Tuesday, December 5, 2023 at 22nd Floor, C-Bons International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, which will be proposed as ordinary resolutions of the Company. Unless the context otherwise requires, terms defined in the circular of the Company dated November 10, 2023 (the “ Circular ”) shall have the same meanings when used in this notice.

ORDINARY RESOLUTIONS

• (1) “ THAT the eighth supplemental agreement (the “ Eighth Supplemental PCC Services Agreement ”) dated October 6, 2023 entered into between the Company and Pou Chen Corporation (“ PCC ”) which is supplemental to the PCC Services Agreement (as defined in the Circular), under which, inter alia, PCC agreed to provide services relating to research and development, know-how, technical, marketing and consultancy, sourcing of raw materials, materials, components, machinery and other goods, recruitment of staff in relation to the production and sale of the products of the Company and its subsidiaries (the “ Group ”) and general administration support, be and is hereby approved, confirmed and ratified and that the period caps in respect of such transactions as set out in the Eighth Supplemental PCC Services Agreement (the details of which are summarised in the Circular) and the transactions contemplated therein, be and are hereby approved, confirmed and ratified and that the directors of the Company (“ Directors ”) be and are hereby authorised to take all actions and execute all documents which they deem necessary, required or appropriate, in order to implement and validate anything related to the Eighth Supplemental PCC Services Agreement;”

• For identification purpose only

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• (2) “ THAT the seventh supplemental agreement (the “ Seventh Supplemental PCC Connected Sales Agreement ”) dated October 6, 2023 entered into between the Company and PCC which is supplemental to the PCC Connected Sales Agreement (as defined in the Circular) under which, inter alia, the Group agreed to manufacture and supply leather, moulds, production equipment and tools, finished and semi-finished shoe products and quality control inspection tools to PCC and its subsidiaries (the “ PCC Group ”) and provide consultancy and guidance services to the PCC Group as may be ordered or requested by the PCC Group on the terms of each order/request accepted by the Group, be and is hereby approved, confirmed and ratified and that the period caps in respect of such transactions as set out in the Seventh Supplemental PCC Connected Sales Agreement (the details of which are summarised in the Circular) and the transactions contemplated therein, be and are hereby approved, confirmed and ratified and that the Directors be and are hereby authorised to take all actions and execute all documents which they deem necessary, required or appropriate, in order to implement and validate anything related to the Seventh Supplemental PCC Connected Sales Agreement”; and

• (3) “ THAT the seventh supplemental agreement (the “ Seventh Supplemental PCC Connected Purchases Agreement ”) dated October 6, 2023 entered into between the Company and PCC which is supplemental to the PCC Connected Purchases Agreement (as defined in the Circular) under which members of the Group agreed to purchase from the PCC Group raw materials, shoe-related products, moulds and manufacturing equipment and production tools, be and is hereby approved, confirmed and ratified and that the period caps in respect of such transactions as set out in the Seventh Supplemental PCC Connected Purchases Agreement (the details of which are summarised in the Circular) and the transactions contemplated therein, be and are hereby approved, confirmed and ratified and that the Directors be and are hereby authorised to take all actions and execute all documents which they deem necessary, required or appropriate, in order to implement and validate anything related to the Seventh Supplemental PCC Connected Purchases Agreement.”

For and on behalf of Yue Yuen Industrial (Holdings) Limited Lu Chin Chu Chairman

Hong Kong, November 10, 2023

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong:

22nd Floor, C-Bons International Center 108 Wai Yip Street Kwun Tong, Kowloon, Hong Kong

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Notes:

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote in his/ her stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong 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, no later than 10:00 a.m. on Sunday, December 3, 2023 (Hong Kong Time), or not less than 48 hours before the time for holding the adjourned meeting (as the case may be).

• (2) The register of members of the Company will be closed from on Wednesday, November 29, 2023 to Tuesday, December 5, 2023 both dates inclusive, during which period no transfer of shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Tuesday, November 28, 2023 in order to establish the identity of the shareholders who are entitled to attend and vote at the SGM (“Entitlement to SGM”). The record date for the Entitlement to SGM will be on Wednesday, November 29, 2023.

• (3) If a tropical cyclone warning signal No. 8 or above is hoisted, or “extreme conditions” caused by super typhoons exist, or a black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the SGM, the SGM will be postponed and members will be informed of the date, time and venue of the postponed SGM by a supplementary notice, posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

The SGM will be held as scheduled when amber or red rainstorm warning signal is in force.

After considering their own situations, members should decide whether they would attend the SGM under bad weather condition and if they do so, they are advised to exercise care and caution.

• (4) No refreshment or corporate souvenir will be provided at the SGM.

• (5) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this announcement, the Directors are:

Executive Directors:

Mr. Lu Chin Chu (Chairman), Ms. Tsai Pei Chun, Patty (Managing Director),

Mr. Chan Lu Min, Mr. Lin Cheng-Tien, Mr. Liu George Hong-Chih and

• Mr. Shih Chih-Hung (Chief Financial Officer).

Independent Non-executive Directors:

Mr. Wong Hak Kun, Mr. Ho Lai Hong, Mr. Lin Shei-Yuan and Dr. Yang Ju-Huei.

Website: www.yueyuen.com

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