Metaspacex Limited — Proxy Solicitation & Information Statement 2019

Jul 31, 2019

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 you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Yield Go Holdings Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or registered dealer in securities, through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

Yield Go Holdings Ltd. 耀高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1796)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, DECLARATION OF FINAL DIVIDEND,

RE-APPOINTMENT OF AUDITORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Unit 4608, 46/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 2 September 2019, at 10:00 a.m. is set out on pages 18 to 22 of this circular. Whether you are able to attend the AGM or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed on it and return the completed proxy form to 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 as soon as possible and in any event so that it is received at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the AGM or adjourned meeting (as the case may be). Submission of a proxy form shall not preclude you from attending the AGM (or any adjournment of such meeting) and voting in person should you so wish.

31 July 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Biographical Details of the Directors Proposed
to be Re-elected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at Unit 4608, 46/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 2 September 2019 at 10:00 a.m., or, where the context so admits, any adjournment of such annual general meeting;

• “AGM Notice”

• the notice convening the AGM set out on pages 18 to 22 of this circular

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board”

the board of Directors

• “Companies Law”

• the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time

• “Company”

• Yield Go Holdings Ltd., an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

• “connected person(s)” has the same meaning as defined in the Listing Rules

• “Director(s)”

• director(s) of the Company

• “Group”

the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

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

• “Latest Practicable Date”

Wednesday, 24 July 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

– 1 –

DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Memorandum of Association” the memorandum of association of the Company, as amended from time to time

• “Nomination Committee” the nomination committee of the Company

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholders” holder(s) of Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs as amended from time to time and approved by the Securities and Futures Commission of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

Yield Go Holdings Ltd. 耀高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1796)

Executive Directors:

Mr. Man Hoi Yuen (Chairman) Ms. Ng Yuen Chun Mr. Ho Chi Hong (Chief Executive Officer)

Independent Non-executive Directors:

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Mr. Chan Ka Yu

Mr. Lo Ki Chiu Mr. Leung Wai Lim

Principal place of business in Hong Kong: Unit 8, 39/F Cable TV Tower No. 9 Hoi Shing Road Tsuen Wan, New Territories Hong Kong

31 July 2019

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, DECLARATION OF FINAL DIVIDEND, RE-APPOINTMENT OF AUDITORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM, among other things, (i) the granting of general mandates to the Directors to issue Shares and buy back Shares; (ii) the re-election of Directors; (iii) the declaration of final dividend; and (iv) the re-appointment of auditors of the Company.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

Pursuant to the written resolutions of the sole Shareholder passed on 6 December 2018, the Directors were granted general mandates to issue new Shares and to buy back existing Shares. Unless otherwise renewed, such general mandates will lapse at the conclusion of the AGM.

At the AGM, separate ordinary resolutions will be proposed relating to the following general mandates:

• (i) authorising the Directors to allot, issue and otherwise deal with additional Shares (not exceeding 20% of the aggregate number of Shares in issue as at the date of passing the resolution);

• (ii) authorising the Directors to buy-back Shares not exceeding 10% of the aggregate number of Shares in issue as at the date of passing the resolution; and

• (iii) authorising the addition to the mandate to issue new Shares (referred to in (i) above) of those Shares bought-back by the Company pursuant to the buy-back mandate (referred to in (ii) above).

As at the Latest Practicable Date, the issued Shares comprised 480,000,000 Shares. Assuming that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of passing of the resolution approving the mandate to issue new Shares (referred to in (i) above), the maximum number of Shares which may be issued pursuant to the mandate would be 96,000,000 Shares, not taking into account any additional new Shares which may be issued pursuant to the mandate referred to in (iii) above. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolutions are, at any time thereafter, converted into a larger or smaller number of Shares.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the proposed resolution to approve the buy-back by the Company of its Shares. This explanatory statement is set out in Appendix I to this circular.

The general mandates to issue new Shares and to buy back Shares, if granted at the AGM, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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LETTER FROM THE BOARD

RE-ELECTION OF THE DIRECTORS

Pursuant to Articles 83 and 84 of the Articles of Association, Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong, Mr. Chan Ka Yu, Mr. Lo Ki Chiu and Mr. Leung Wai Lim shall retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.

The nomination was made in accordance with the nomination policy of the Company and took into account a wide range of diversity perspectives, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of services, with due regard of the benefits of diversity as set out under the board diversity policy of the Company.

In recommending of each of Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong to stand for re-election as an executive Director and Mr. Chan Ka Yu, Mr. Lo Ki Chiu and Mr. Leung Wai Lim to stand for re-election as an independent non-executive Director, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:

1. Mr. Man Hoi Yuen is a co-founder of the Group. He is mainly responsible for overall management, strategic development and major decision-making of our Group and has over 23 years of experience in the fitting-out industry.

2. Ms. Ng Yuen Chun is a co-founder of the Group. She is mainly responsible for overall management and overseeing administrative matters of our Group and has over 23 years of experience in the fitting-out industry.

3. Mr. Ho Chi Hong is mainly responsible for overseeing the tendering activities and participating in the day-to-day operation and management of our Group and has accumulated about 21 years of experience in the construction industry.

4. Mr. Chan Ka Yu is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group. He has over 11 years of professional accounting and financial reporting experience.

5. Mr. Lo Ki Chiu is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group.

6. Mr. Leung Wai Lim is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group. Mr. Leung was admitted to practice law as a solicitor in Hong Kong and in England and Wales. He has over 18 years of law related working experience.

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LETTER FROM THE BOARD

The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience in the respective fields of fitting-out industry, legal and compliance field as mentioned above and as set out in Appendix II to this circular, the re-appointment of Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong, Mr. Chan Ka Yu, Mr. Lo Ki Chiu and Mr. Leung Wai Lim as Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Group’s business.

The Nomination Committee has also assessed the independence of each of the independent non-executive Directors based on reviewing their annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that all of them remain independent.

Accordingly, the Board, upon the recommendation of the Nomination Committee, proposed Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong, Mr. Chan Ka Yu, Mr. Lo Ki Chiu and Mr. Leung Wai Lim, the retiring Directors, to stand for re-election as Directors at the AGM.

Particulars of the Directors proposed to be re-elected in the AGM are set out in Appendix II to this circular.

DECLARATION OF FINAL DIVIDEND

The Board recommends the payment of a final dividend of HK8.00 cents per Share. Subject to the Shareholders’ approval at the AGM, such dividend is expected to be paid on or about Friday, 4 October 2019 to the Shareholders whose names appear on the register of members of the Company on Tuesday, 10 September 2019.

RE-APPOINTMENT OF THE AUDITORS

HLB Hodgson Impey Cheng Limited will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine entitlement of Shareholders to the right to attend and vote at the AGM (or any adjournment thereof), and the entitlement to the proposed final dividend, the register of members of the Company will be closed as set out below:

• (i) For determining eligibility to attend and vote at the AGM:

• Latest time to lodge transfer documents for registration with the Company’s branch share registrar . . . . . . . . . . . . at 4:30 p.m. on Tuesday, 27 August 2019

• Closure of register of members. . . . . . . . . . . . . . . . . . . Wednesday, 28 August 2019 to Monday, 2 September 2019, both days inclusive

• (ii) For determining entitlement to the final dividend:

Latest time to lodge transfer documents for registration with the Company’s branch share registrar. . . . . . . . . . . . at 4:30 p.m. on Thursday, 5 September 2019 Closure of register of members . . . . . . . . . . . . . . . . . . . . Friday, 6 September 2019 to Tuesday, 10 September 2019, both days inclusive

The register of members of the Company will be closed during the above periods, 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.

ANNUAL GENERAL MEETING

The notice convening the AGM at which ordinary resolutions will be proposed, inter alia , the grant of the general mandates to issue and buy-back Shares, the re-election of Directors, the declaration of final dividend and the re-appointment of auditors of the Company are set out on pages 18 to 22 of this circular.

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LETTER FROM THE BOARD

A proxy form for the AGM is enclosed herewith. Whether you are able to attend the AGM or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed on it and return the completed proxy form to 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 as soon as possible and in any event so that it is received at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the AGM or adjourned meeting (as the case may be). Submission of a proxy form shall not preclude you from attending the AGM (or any adjournment of such meeting) and voting in person should you so wish.

VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules and the Articles of Association, all resolutions set out in the AGM Notice will be vote on by poll at the AGM. Article 66 of the Articles of Association provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every fully paid Share held by that Shareholder. An announcement on the poll vote results will be made by the Company after the AGM.

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.

RECOMMENDATION

The Directors consider that the grant of the general mandates to issue and buy-back Shares, the extension of the general mandate to issue new Shares, the re-election of Directors, the declaration of final dividend and the re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all resolutions approving such matters.

Yours faithfully, For and on behalf of the Board Yield Go Holdings Ltd. Man Hoi Yuen

Chairman and executive Director

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EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the general mandate for buy-backs of Shares to be proposed at the AGM.

1. STOCK EXCHANGE RULES FOR SHARES BUY-BACK

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed share buy-backs by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval of a particular transaction. Such authority may only continue in force during the period from the passing of the 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 in general meeting of the company revoking or varying such mandate.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 480,000,000 Shares.

Subject to the passing of the relevant ordinary resolutions granting to the Director a general mandate to buy back Shares up to an aggregate number of Shares not exceeding 10% of the number of issued Shares at the date of the passing of the relevant resolution (the “ Buy-back Mandate ”) and on the basis that no further Shares are issued or bought back following the Latest Practicable Date and up to the date of the AGM, the Directors would be authorised to buy back Shares up to a limit of 48,000,000 Shares. The Shares bought back by the Company shall, subject to applicable law, be automatically cancelled upon such buy-back.

3. REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

4. FUNDING AND EFFECT OF BUY-BACKS

The Company is empowered by the Articles of Association to buy back its Shares. In buying back the Shares, the Company may only apply funds legally available for such purpose in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association, the Companies Law and all other applicable laws, rules and regulations, as the case may be.

Under the Listing Rules, a listed company may not buy back its own shares listed on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.

In accordance with the Companies Law, the Memorandum of Association and the Articles of Association, Shares may only be bought back out of the funds of the Company which are legally available for such purpose or out of the proceeds of a fresh issue of Shares made for the purposes of the purchase or, subject to a statutory test of solvency, out of capital. The premium, if any, payable on purchase must be provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the Shares are bought back or, subject to the statutory test of solvency, out of capital. Under the Companies Law, the Shares so bought back will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.

There might be material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 March 2019 in the event that the buy-backs were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Buy-back Mandate in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

6. TAKEOVER CODE CONSEQUENCE

If as a result of a share buy-back a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Hoi Lang Holdings Ltd. (“ Hoi Lang ”) held 360,000,000 Shares, representing 75% of the aggregate number of Shares in issue. Hoi Lang is owned as to 50% by Mr. Man Hoi Yuen and 30% by Ms. Ng Yuen Chun, both being the executive Directors. Therefore, Mr. Man and Ms. Ng are deemed, or taken to be, interested in all the Shares held by Hoi Lang for the purposes of the SFO. Based on such interests, in the event that the Directors exercised in full the power to buy back Shares which is proposed to be granted at the AGM, the interests in the aggregate number of Shares in issue would be increased from 75% to 83.33%.

The Directors are not aware of any consequence under the Takeovers Code as a result of a share buy-back made under the Buy-back Mandate and have no present intention to exercise the Buy-back Mandate to such extent that the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. SHARE BOUGHT BACK BY THE COMPANY

During the previous six months preceding the Latest Practicable Date the Company did not buy back any Shares whether on the Stock Exchange or otherwise.

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), presently intend to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate in the event that the Buy-back Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them, to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous months from its listing on the Stock Exchange on 31 December 2018 up to the Latest Practicable Date were as follows:

	Price per Shares	Price per Shares
	Highest	Lowest
	HK$	HK$
2018
December	1.06	0.87
2019
January	1.63	0.95
February	1.16	1.00
March	1.19	0.99
April	1.19	1.00
May	1.08	0.80
June	1.00	0.67
July (up to the Latest Practicable Date)	0.89	0.73

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the particulars of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr. MAN Hoi Yuen (文海源) , aged 57, was appointed as our Director on 9 May 2018, and re-designated as an executive Director on 7 June 2018. He was also appointed as chairman of our Board on 6 December 2018. He is mainly responsible for overall management, strategic development and major decision-making of our Group. Mr. Man is also the chairman of the Nomination Committee. Mr. Man is the spouse of Ms. Ng Yuen Chun (“ Mrs. Man ”), an executive Director. Mr. Man has entered into a service agreement with the Company for an initial term of three years commencing on 31 December 2018 and will continue thereafter until terminated in accordance with the terms of the agreement and the initial annual remuneration for him is HK$1,081,600. Such remuneration/emoluments will be reviewed annually by the Board and the remuneration committee of the Company; and he is entitled to a discretionary bonus as the remuneration committee of the Company may recommend to the Board and which the Board may approve with reference to his performance and the operating results of the Group.

Prior to founding Hoi Sing Decoration Engineering Company Limited with Mrs. Man in 1995, Mr. Man worked for a construction company since 1982. As one of the founders of our Group, Mr. Man has over 23 years of experience in the fitting-out industry. Mr. Man is also one of the directors of each of Link Shing Holdings Ltd. (“ Link Shing ”), Hoi Sing Decoration Engineering Company Limited (“ Hoi Sing Decoration ”), Hoi Sing Construction (H.K.) Limited (“ Hoi Sing Construction ”), Chun Shing Development Co., Limited (“ Chun Shing Development ”) and Milieu Wooden Company Limited (“ Milieu ”). Mr. Man attended secondary education. Mr. Man has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, he was interested in 360,000,000 Shares held through Hoi Lang (representing 75% of the aggregate number of Shares in issue). Mr. Man is one of the directors and shareholders of Hoi Lang, a substantial Shareholder (as defined in the Listing Rules). Save as disclosed above, Mr. Man was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Man does not have any relationship with any other Directors, senior management or substantial or controlling Shareholder of the Company.

Ms. NG Yuen Chun (吳婉珍) , aged 53, was appointed as our Director on 9 May 2018 and was re-designated as an executive Director on 7 June 2018. She is mainly responsible for overall management and overseeing administrative matters of our Group. Mrs. Man is one of the founders of our Group and the spouse of Mr. Man. Mrs. Man has entered into a service agreement with the Company for an initial term of three years commencing on 31 December 2018 and will continue thereafter until terminated in accordance with the terms of the agreement and the initial annual remuneration for her is HK$390,000. Such remuneration/emoluments will be reviewed annually by the Board and the remuneration committee of the Company; and she is entitled to a discretionary bonus as the remuneration committee of the Company may

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

recommend to the Board and which the Board may approve with reference to her performance and the operating results of the Group.

Mrs. Man attended secondary education. Mrs. Man co-established Hoi Sing Decoration with Mr. Man in 1995 and has over 23 years of experience in the fitting-out industry. Mrs. Man is also one of the directors of each of Link Shing, Hoi Sing Decoration, Hoi Sing Construction, Chun Shing Development and Milieu.

Mrs. Man has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, she was interested in 360,000,000 Shares held through Hoi Lang (representing 75% of the aggregate number of Shares in issue). Mrs. Man is one of the directors and shareholders of Hoi Lang, a substantial Shareholder (as defined in the Listing Rules). Save as disclosed above, Mrs. Man was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mrs. Man does not have any relationship with any other Directors, senior management or substantial or controlling Shareholder of the Company.

Mr. HO Chi Hong (何志康) , aged 43, was appointed as our Director on 9 May 2018 and was re-designated as an executive Director on 7 June 2018. He is also our chief executive officer and mainly responsible for overseeing the tendering activities and participating in the day-to-day operation and management of our Group. Mr. Ho became one of the shareholders of Hoi Sing Decoration in August 2014 and one of the directors of Hoi Sing Decoration since October 2014. Mr. Ho has entered into a service agreement with the Company for an initial term of three years commencing on 31 December 2018 and will continue thereafter until terminated in accordance with the terms of the agreement and the initial annual remuneration for him is HK$845,000. Such remuneration/emoluments will be reviewed annually by the Board and the remuneration committee of the Company; and he is entitled to a discretionary bonus as the remuneration committee of the Company may recommend to the Board and which the Board may approve with reference to his performance and the operating results of the Group.

Mr. Ho obtained a degree of Bachelor of Science in Quantity Surveying from the University of Greenwich in the United Kingdom in July 1998.

Mr. Ho has accumulated about 20 years of experience in the construction industry. Prior to joining our Group in May 2001, he was an assistant quantity surveyor in Hoo Cheong Building Construction Co., Ltd. from July 1998 to March 2001.

Mr. Ho has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, he does not hold any positions in the Company or any of its subsidiaries. He is not connected with any directors, senior management, substantial or controlling Shareholders of

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

the Company, nor does he have any interests in the Shares which are required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. CHAN Ka Yu (陳家宇) , aged 40, was appointed as our independent non-executive Director on 6 December 2018. He is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group. He is the chairman of our audit committee, and a member of each of our remuneration committee and Nomination Committee. He has entered into a letter of appointment with the Company for a term of three years commencing from 31 December 2018 and entitled to an annual Director fee of HK$180,000.

Mr. Chan has over 10 years of professional accounting and financial reporting experience. From July 2004 to July 2007, Mr. Chan worked as an accountant at Kam & Cheung Certified Public Accountants. From July 2007 to August 2010, he was a senior auditor at World Link CPA Limited. From September 2010 to April 2012, he worked at BDO Limited (which was formerly known as JBPB & Company), initially as a senior accountant and subsequently promoted as a senior associate. From May 2012 to April 2013, Mr. Chan was an investor relations officer at Fantasia Group (China) Company Limited, a subsidiary of Fantasia Holdings Group Co., Limited (花樣年控股集團有限公司) (stock code: 1777), the shares of which are listed on the Main Board of the Stock Exchange. Since June 2013, he has been working as the chief financial officer of CEFC Hong Kong Financial Investment Company Limited (香港華信金融投資有限公司) (formerly known as Runway Global Holdings Company Limited (時尚環球控股有限公司)) (stock code: 1520), the shares of which are listed on the Main Board of the Stock Exchange. Mr. Chan currently is an independent non-executive director of Dragon Rise Group Holdings Limited (龍昇集團控股有限公司) (stock code: 6829) and TS Wonders Holding Limited (stock code: 1767), both shares of which are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Chan has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Chan obtained a degree of Bachelor of Commerce in Accounting from Hong Kong Shue Yan University in October 2009. He is a member of The Hong Kong Institute of Certified Public Accountants since March 2009.

Mr. Chan was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Chan does not have any relationship with any other Directors, senior management or substantial or controlling Shareholder of the Company.

Mr. LO Ki Chiu (盧其釗) , aged 34, was appointed as our independent non-executive Director on 6 December 2018. He is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group. He is a member of each of our remuneration committee and audit committee. He has entered into a letter of appointment with the Company for a term of

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

three years commencing from 31 December 2018 and entitled to an annual Director fee of HK$180,000.

Mr. Lo is currently the managing director of Wealth Property Agency Limited, which he joined in December 2007 first as an account executive. Mr. Lo was a guest lecturer of The Education University of Hong Kong from January 2017 to June 2017. He was also a part-time instructor and an assistant instructor of the Lingnan Institute of Further Education, Lingnan University from February 2017 to June 2017 and from September 2012 to August 2013, respectively. Mr. Lo currently is an independent non-executive director of Wang Yang Holdings Limited (泓盈控股有限公司) (stock code: 1735), the shares of which are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Lo has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Lo obtained a degree of Bachelor of Arts in Physical Education and Recreation Management from the Hong Kong Baptist University in November 2007, as well as a degree of Master of Science in International Banking and Finance and a degree of Master of Philosophy in Economics from the Lingnan University in October 2009 and October 2011, respectively. Mr. Lo is a PhD candidate majoring in Physical Education in the Hong Kong Baptist University which was approved in September 2015.

Mr. Lo was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Lo does not have any relationship with any other Directors, senior management or substantial or controlling Shareholder of the Company.

Mr. LEUNG Wai Lim (梁唯 亷 ) , aged 46, was appointed as our independent non-executive Director on 6 December 2018. He is mainly responsible for overseeing the management independently and providing independent judgment on our strategy, performance, resources and standard of conduct of our Group. He is the chairman of our remuneration committee, and a member of each of our audit committee and Nomination Committee. He has entered into a letter of appointment with the Company for a term of three years commencing from 31 December 2018 and entitled to an annual Director fee of HK$180,000.

Mr. Leung is an adjudicator appointed to the Panel of Adjudicators (Control of Obscene and Indecent Articles) (established under the Control of Obscene and Indecent Articles Ordinance (Chapter 390 of the Laws of Hong Kong)) and a member of the Board of Review (Inland Revenue Ordinance) in Hong Kong.

Mr. Leung has over 17 years of law related working experience. Mr. Leung was employed by DLA Piper Hong Kong from February 2001 to April 2009 at which his last position was partner. He was then employed by Eversheds Hong Kong from May 2009 to April 2015 at which his last position was partner. Since May 2015 up to the present, Mr. Leung has been a partner of Howse Williams Bowers. Mr. Leung is currently an independent non-executive director of Shun

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Wo Group Holdings Limited (汛和集團控股有限公司) (stock code: 1591) and China New Economy Fund Limited (中國新經濟投資有限公司) (stock code: 80), both shares of which are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Leung has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Leung obtained a degree of Bachelor of Laws from University of Wales in the United Kingdom in July 1995. Mr. Leung was admitted to practice law as a solicitor in Hong Kong in August 1999 and in England and Wales in April 2001.

Mr. Leung was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Leung does not have any relationship with any other Directors, senior management or substantial or controlling Shareholder of the Company.

Saved as disclosed herein, in relation to the re-election of the above-mentioned retiring Directors, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor are there any other matters that ought to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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 4608, 46/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 2 September 2019, at 10:00 a.m. for the following purposes:

1. To receive, consider and approve the audited financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 March 2019;

2. To declare a final dividend;

3. To re-elect directors and to authorise the board of directors of the Company (the “Board” ) to fix directors’ remuneration;

4. To re-appoint HLB Hodgson Impey Cheng 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:

1. “ THAT:

2. (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;

3. (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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.

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NOTICE OF ANNUAL GENERAL MEETING

“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).”

1. “ THAT:

2. (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;

3. (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

4. (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.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT subject to the passing of ordinary resolutions numbered 5 and 6 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 5 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 6 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, 31 July 2019

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.

• (5) In order to determine entitlement of Shareholders to the right to attend and vote at the AGM (or any adjournment thereof), and the entitlement to the proposed final dividend, the register of members of the Company will be closed as set out below:

• (i) For determining eligibility to attend and vote at the AGM:

  • Latest time to lodge transfer documents for registration with the

Company’s branch share registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . at 4:30 p.m. on Tuesday, 27 August 2019

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NOTICE OF ANNUAL GENERAL MEETING

Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 28 August 2019 to Monday, 2 September 2019, both days inclusive

• (ii) For determining entitlement to the final dividend:

Latest time to lodge transfer documents for registration with the Company’s branch share registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . at 4:30 p.m. on Thursday, 5 September 2019 Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 September 2019 to Tuesday, 10 September 2019, both days inclusive

The register of members of the Company will be closed during the above periods, 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 3 above, Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong, Mr. Chan Ka Yu, Mr. Lo Ki Chiu 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 31 July 2019 (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 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, Mr. Lo Ki Chiu and Mr. Leung Wai Lim

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