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Ritamix Global Limited AGM Information 2021

Apr 26, 2021

50280_rns_2021-04-26_9f06e003-ed01-405e-bd90-8aafacc0ebad.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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.

Ritamix Global Limited 利 特 米 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Ritamix Global Limited (the ‘‘Company’’ and the ‘‘2021 AGM’’, respectively) will be held at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means) on Friday, 18 June 2021 at 2:30 p.m. for the following purposes:

  1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the respective reports of the Company’s directors (the ‘‘Director(s)’’) and independent joint auditors.

  2. (i) To re-elect Dato’ Sri Lee Haw Yih as an executive Director;

  3. (ii) To re-elect Datin Sri Yaw Sook Kean as an executive Director;

  4. (iii) To re-elect Mr. Lee Haw Shyang as a non-executive Director;

  5. (iv) To re-elect Ms. Ng Siok Hui as an independent non-executive Director (the ‘‘INED’’);

  6. (v) To re-elect Mr. Lim Chee Hoong as an INED; and

  7. (vi) To re-elect Mr. Lim Heng Choon as an INED.

  8. To authorise the board of Directors of the Company (the ‘‘Board’’) to fix the remuneration of the Directors for the year ending 31 December 2021 (‘‘FY 2021’’);

  9. To re-appoint Mazars CPA Limited and Mazars PLT as the independent joint auditors of the Company’s financial statements for FY 2021 and authorise the Board to fix their remuneration;

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  1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT:

  • (a) subject to paragraph (c) below of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the ‘‘Shares’’) or securities convertible into Shares, or options or securities for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

  • (b) the approval in paragraph (a) above of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

  • (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ‘‘Articles of Association’’) in force from time to time, shall not exceed the aggregate of 20% of the total number of the Shares in issue as at the date of the passing of this resolution and such approval shall be limited accordingly; and

  • (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company (the ‘‘AGM’’);

  • (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any other applicable laws; or

  • (iii) the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register 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

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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 or the requirements of any recognised regulatory body or any stock exchange in any territory, outside Hong Kong).’’

  1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT:

  • (a) subject to paragraph (b) below of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the shares of the Company (the ‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘Commission’’) and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs issued by the Commission be and is hereby generally and unconditionally approved;

  • (b) the total number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) above of this resolution shall be limited accordingly; and

  • (c) for the purpose of this resolution:

  • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company (the ‘‘AGM’’);

  • (ii) the expiration of the period within which the next AGM is required to be held by the articles of association of the Company or any other applicable laws; or

  • (iii) the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting.’’

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  1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of resolutions numbered 5 and 6 set out in the notice convening the annual general meeting of the Company (the ‘‘Notice’’), the authority granted to the directors of the Company pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of the shares of the Company (the ‘‘Shares’’) repurchased pursuant to the authority granted pursuant to Resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this Resolution.’’

Yours faithfully, For and on behalf of the Board Ritamix Global Limited Dato’ Sri Lee Haw Yih Chairman and Executive Director

Malaysia, 26 April 2021

Registered office:

Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Headquarters:

No. 7, Jalan TP 7 UEP Industrial Park 40400 Shah Alam Selangor Darul Ehsan Malaysia

Principal place of business in Hong Kong: 31st Floor 148 Electric Road North Point Hong Kong

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Notes:

  1. In view of the ongoing pandemic of the novel coronavirus disease (the ‘‘COVID-19’’), the Company will implement the following prevention and control measures at the 2021 AGM against the COVID-19 to protect the shareholders of the Company (the ‘‘Shareholders’’), staff and other attendees of the 2021 AGM from the risk of infection: (a) compulsory body temperature check and anyone with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue; (b) compulsory wearing of surgical mask prior to admission to the 2021 AGM venue and throughout the 2021 AGM; (c) seating on the designated seat assigned by the Company at the time of registration to ensure social distancing; (d) no refreshment will be provided; (e) no souvenir or corporate gift will be distributed; and (f) Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person. Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the 2021 AGM venue. The Company will closely monitor the current COVID-19 situation and may implement additional measures at short notice, which will be announced closer to the date of the 2021 AGM, if any.

  2. In light of the recent COVID-19 pandemic and the Movement Control Order imposed by the Malaysian government, the Company will conduct the 2021 AGM by way of a physical meeting and the 2021 AGM will be facilitated by electronic means. The 2021 AGM will be broadcast from No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia.

Shareholders may participate in the 2021 AGM by (i) observing and listening to the 2021 AGM proceedings via live audio-visual webcast, where pre-registration is needed by sending an email by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) to [email protected] for pre-registration. Shareholders should note that the link to join the 2021 AGM will be sent out to the pre-registered Shareholders by 3 p.m. on Thursday, 17 June 2021 via email; (ii) submitting questions by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) by email to [email protected]; and (iii) appointing the chairman of the 2021 AGM as proxy to attend, speak and vote on their behalf at the 2021 AGM.

  1. In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxy, instead of attending the 2021 AGM in person.

  2. Any member of the Company (the ‘‘Member’’ or ‘‘Shareholder’’) entitled to attend and vote at the 2021 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provision of the Articles of Association. A proxy need not be a Member but must be present in person at the 2021 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

  3. In order to be valid, the duly completed and signed 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, must be lodged with the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2021 AGM or its adjourned meeting (as the case may be). Completion and return of a form of proxy will not preclude a Member from attending and voting in person at the 2021 AGM or its adjourned meeting should he/she so wish. In such event, the form of proxy shall be deemed to be revoked.

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  1. For determining the entitlement of the Shareholders to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending the 2021 AGM, the Shareholders must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 June 2021.

  2. In relation to the proposed resolution numbered 2 above, Dato’ Sri Lee Haw Yih, Datin Sri Yaw Sook Kean, Mr. Lee Haw Shyang, Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon will retire as Directors at the 2021 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company’s circular dated 26 April 2021.

  3. In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Board and has recommended that Mazars CPA Limited and Mazars PLT be re-appointed as the independent joint auditors.

  4. In relation to the proposed resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The Directors have no immediate plans to issue any new Shares.

  5. In relation to the proposed resolution numbered 6 above, the Directors wish to state that currently, they have no present intention to repurchase any Shares and will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote for or against the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company’s circular dated 26 April 2021.

  6. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll except where the chairman of the 2021 AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

  7. Where there are joint holders of any Share, any one of such joint holders may vote at the 2021 AGM, either personally 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 2021 AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. 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 joint holding.

  8. 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 notice, the Board comprises Dato’ Sri Lee Haw Yih as the chairman and executive Director; Datin Sri Yaw Sook Kean as executive Director; Mr. Lee Haw Shyang as non-executive Director; and Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon as INEDs.

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