AI assistant
Metaspacex Limited — AGM Information 2021
Jul 28, 2021
50175_rns_2021-07-28_a705ac53-260b-4d7b-8aa6-eb89a2c25252.pdf
AGM Information
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
Yield Go Holdings Ltd. 耀高控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1796)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of shareholders of Yield Go Holdings Ltd. (the “ Company ”) will be held at Unit 1203B, 12/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 27 August 2021, at 10:00 a.m. for the following purposes:
-
To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries together with the reports of the directors and auditors for the year ended 31 March 2021;
-
To re-elect directors and to authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the directors of the Company;
-
To re-appoint Messrs. Grant Thornton Hong Kong Limited as the auditor of the Company and to authorise the Board to fix its remuneration;
As special business, to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
-
“ THAT :
-
(a) subject to paragraphs (b) and (c) of this resolution, the directors of the Company (the “ Director(s) ”) be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company (the “ Share(s) ”) and to allot, issue or grant securities convertible into Shares, options, warrants and other rights to subscribe for any Shares in the capital of the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;
-
(b) such mandate shall not extend beyond the Relevant Period (as defined hereinafter) save that the Directors may during the Relevant Period make or grant offers, agreements, rights and options which might require the exercise of such power after the end of the Relevant Period;
– 1 –
-
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to paragraph (a) above, otherwise than pursuant to:
-
(i) a Rights Issue (as defined hereinafter);
-
(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;
-
(iii) the exercise of the subscription rights under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or
-
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company;
shall not exceed 20% of the aggregate number of Shares in issue as at the date of passing of this resolution; and
- (d) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) the expiry of the period within which the next annual general meeting of the Company is required by law to be held; and
-
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
– 2 –
“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”
-
“ THAT :
-
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved;
-
(b) the aggregate number of Shares to be bought back pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent of the number of issued Shares at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
-
(c) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) the expiry of the period within which the next annual general meeting of the Company is required by law to be held; and
-
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
– 3 –
- “ THAT subject to the passing of ordinary resolutions numbered 4 and 5 set out in the notice of the Meeting, the aggregate number of Shares that may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to and in accordance with the mandate granted under resolution numbered 4 set out in the notice of the Meeting be and is hereby increased and extended by the addition of the aggregate number of Shares in the capital of the Company which may be bought-back by the Company pursuant to and in accordance with the mandate granted under resolution numbered 5 set out in the notice of the Meeting, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution.”
By order of the Board Yield Go Holdings Ltd. Man Hoi Yuen Chairman and executive Director
Hong Kong, 28 July 2021
Notes:
-
(1) An eligible shareholder is entitled to appoint one or more proxies to attend, speak and vote in his/her stead at the Meeting (or at any adjournment of it) provided that each proxy is appointed to represent the respective number of Shares held by the shareholder as specified in the relevant proxy forms. The proxy does not need to be a shareholder of the Company.
-
(2) Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting (or at any adjournment of it), either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
-
(3) A proxy form for use at the Meeting is enclosed.
-
(4) In order to be valid, the completed proxy form must be received by the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the Meeting or adjourned meeting (as the case may be). If a proxy form is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Hong Kong branch share registrar and transfer office of the Company together with the proxy form. In the case of a corporation, the proxy form must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.
– 4 –
- (5) In order to determine entitlement of Shareholders to the right to attend and vote at the AGM (or any adjournment thereof), the register of members of the Company will be closed as set out below:
Latest time to lodge transfer documents for registration
- with the Company’s branch share registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . at 4:30 p.m. on Monday, 23 August 2021
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 August 2021 to Friday, 27 August 2021, both days inclusive
The register of members of the Company will be closed during the above period, during which no share transfer will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration no later than the aforementioned latest time.
-
(6) In relation to the proposed resolution numbered 2 above, Ms. Ng Yuen Chun and Mr. Leung Wai Lim will retire from office as Directors and, being eligible, have offered themselves for re-election at the Meeting. Brief biographical details of the Directors who offer themselves for re-election at the Meeting are set out in Appendix II to the circular of the Company dated 28 July 2021 (the “ Circular ”).
-
(7) Detailed information on other business to be transacted at the Meeting is set out in the Circular.
-
(8) As set out in the Letter from the Board included in the Circular, each of the resolutions set out in this notice should be voted on by poll.
-
(9) The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.
-
(10) If a Typhoon Signal No. 8 or above is hoisted or “extreme conditions” caused by super typhoon or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the website of the Company (http://www.yield-go.com) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.
The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.
As at the date of this notice, the Directors are:
Executive Directors
Mr. Man Hoi Yuen (Chairman) , Ms. Ng Yuen Chun and Mr. Ho Chi Hong (Chief Executive Officer)
Independent Non-executive Directors
Mr. Chan Ka Yu, Dr. Lo Ki Chiu and Mr. Leung Wai Lim
– 5 –