Ritamix Global Limited — Proxy Solicitation & Information Statement 2020

Dec 8, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ritamix Global Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser, the transferee, the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Ritamix Global Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

PROPOSED ADOPTION OF CHINESE NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at 10:00 a.m. on Wednesday, 30 December 2020 at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means) is set out on pages 9 to 10 of this circular.

PRECAUTIONARY MEASURES FOR THE EGM

In view of an ongoing pandemic of the COVID-19, the Company will implement the following prevention and control measures at the EGM against the COVID-19 to protect the Shareholders, staff and other attendees of the EGM from the risk of infection:

1. 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;

2. compulsory wearing of surgical mask prior to admission to the EGM venue and throughout the EGM; 3. seating on the designated seat assigned by the Company at the time of registration to ensure social distancing; 4. no refreshment will be provided; 5. no souvenir or corporate gift will be distributed; and 6. Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the EGM in person.

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 EGM by appointing the chairman of the EGM as their proxy, instead of attending the EGM in person.

In light of the recent COVID-19 pandemic and the Movement Control Order imposed by the Malaysian government, the Company will conduct the EGM by way of a physical meeting and the EGM will be facilitated by electronic means.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event on or before 10:00 a.m. on Sunday, 27 December 2020.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event on or before 10:00 a.m. on Sunday, 27 December 2020. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

8 December 2020

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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PRECAUTIONARY MEASURES FOR THE EGM

The health of the Shareholders, staff and other attendees of the Company is of are amount importance to the Company. To prevent and control the spread of the COVID-19, the Company will implement the following measures at the EGM as part of the prevention and control measures to safeguard the health and safety of the attending Shareholders, staff and other attendees of the EGM:

1. 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;

2. compulsory wearing of surgical mask prior to admission to the EGM venue and throughout the EGM;

3. seating on the designated seat assigned by the Company at the time of registration to ensure social distancing;

4. no refreshment will be provided;

5. no souvenir or corporate gift will be distributed; and

6. Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the EGM in person.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. 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 EGM by appointing the chairman of the EGM as their proxy, instead of attending the EGM in person, by returning the proxy forms to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event on or before 10:00 a.m. on Sunday, 27 December 2020.

In the event of any regulation imposed by the Malaysian government due to COVID-19 requiring a change of the date or place of the EGM, the Company will publish an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamixglobal.com) to notify the Shareholders of the revised arrangements or an adjournment of the EGM.

The Company will publish a further announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com) to notify the Shareholders of the date, time and location of the adjourned meeting (if applicable).

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DEFINITIONS

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

‘‘Board’’	the board of Directors
‘‘Company’’	Ritamix Global Limited, an exempted company with limited
	liability incorporated in the Cayman Islands on 29 October
	2018, the issued shares of which are listed on the Main Board
	of the Stock Exchange on 13 May 2020 (Stock Code: 1936)
‘‘COVID-19’’	the novel coronavirus disease
‘‘Director(s)’’	the director(s) of the Company
‘‘EGM’’	the extraordinary general meeting of the Company to be
	convened at 10:00 a.m. on Wednesday, 30 December 2020 at
	No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam,
	Selangor Darul Ehsan, Malaysia (facilitated by electronic
	means) or any adjournment thereof, to consider and, if thought
	fit, to approve, the Proposed Adoption of Chinese Name, the
	notice of which is set out on pages 9 to 10 of this circular
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Proposed Adoption of Chinese	the proposed adoption of the Chinese name of ‘‘利特米有限
Name’’	公司’’ as the dual foreign name of the Company
‘‘Registrar’’	the Registrar of Companies in the Cayman Islands
‘‘Share(s)’’	ordinary share(s) with a par value of HK$0.01 each in the
	share capital of the Company
‘‘Shareholder(s)’’	holder(s) of the Share(s)
‘‘Share Registrar’’	Boardroom Share Registrars (HK) Limited, the Hong Kong
	branch share registrar of the Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

Ritamix Global Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

Executive Directors:

Dato’ Sri Lee Haw Yih (Chairman and chief executive officer) Datin Sri Yaw Sook Kean

Non-executive Director:

Registered office: P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Mr. Lee Haw Shyang

Independent non-executive Directors:

Ms. Ng Siok Hui Mr. Lim Chee Hoong Mr. Lim Heng Choon

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

8 December 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED ADOPTION OF CHINESE NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 8 December 2020 in respect of the Proposed Adoption of Chinese Name. The purpose of this circular is to provide you with (i) information in respect of the Proposed Adoption of Chinese Name; and (ii) the notice of the EGM.

2. PROPOSED ADOPTION OF CHINESE NAME

As disclosed in the announcement of the Company dated 8 December 2020, the Board proposed to adopt the Chinese name of ‘‘利特米有限公司’’ as the dual foreign name of the Company.

Conditions of the Proposed Adoption of Chinese Name

The Proposed Adoption of Chinese Name is subject to the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the EGM approving the Proposed Adoption of Chinese Name; and

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LETTER FROM THE BOARD

1. the Registrar granting approval for the Proposed Adoption of Chinese Name.

The relevant filings with the Registrar will be made after the passing of the special resolution at the EGM. Subject to satisfaction of the above conditions, the Proposed Adoption of Chinese Name will take effect from the date on which the Registrar enters the dual foreign name in Chinese of the Company on the register of companies maintained by it and issues a certificate of incorporation on adoption of dual foreign name to the Company. Thereafter, the Company will carry out all the necessary registration and/or filing procedures in Hong Kong.

Reasons for the Proposed Adoption of Chinese Name

The Company is an investment holding company, the subsidiaries of which principally engage in (i) distribution of animal feed additives and, to a lesser extent, human food ingredients; and (ii) manufacturing of animal feed additives premixes. The Board considers that the Proposed Adoption of Chinese Name can enhance the corporate image and identity of the Company. The Board believes that the Proposed Adoption of Chinese Name will benefit the Group in its future business development, and it is in the best interest of the Company and the Shareholders as a whole.

Effect of the Proposed Adoption of Chinese Name

The Proposed Adoption of Chinese Name will not affect any rights of the Shareholders.

Upon the Proposed Adoption of Chinese Name becoming effective, all the existing share certificates of the Company in issue bearing the existing name of the Company will continue to be good evidence of legal title to the Shares and will remain valid for trading, settlement, registration and delivery of the Shares. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the English name and the new Chinese name of the Company. Any new share certificates of the Company issued upon the Proposed Adoption of Chinese Name becoming effective will bear both the existing English name and the new Chinese name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the Chinese stock short name for trading of the Shares on the Stock Exchange will also be adopted upon the Proposed Adoption of Chinese Name becoming effective.

The Company will make further announcement(s) to inform the Shareholders of the results of the EGM, the effective date of the Proposed Adoption of Chinese Name and the new Chinese stock short name of the Company under which the Shares will be traded on the Stock Exchange as and when appropriate.

3. EGM AND PROXY ARRANGEMENT

The EGM of the Company will be convened at 10:00 a.m. on Wednesday, 30 December 2020 for the Shareholders to consider, and, if thought fit, to approve the Proposed Adoption of Chinese Name, by way of poll. The notice of the EGM is set out on pages 9 to 10 of this circular.

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LETTER FROM THE BOARD

Attendance at the EGM

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

Proxy forms

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com). Whether or not you are able to attend the EGM, you are requested to read carefully this circular and complete the accompanying proxy form and signed it in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event on or before 10:00 a.m. on Sunday, 27 December 2020. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Participation in the EGM electronically

Shareholders may participate in the EGM by:

1. observing and listening to the EGM proceedings via live audio-visual webcast, where pre-registration is needed by sending an email by 10:00 a.m. on Sunday, 27 December 2020 (which is 72 hours before the EGM) to howard@gladron.com for pre-registration. Shareholders should note that the link to join the EGM will be sent out to the pre-registered Shareholders by 3:00 p.m. on Tuesday, 29 December 2020 via email;

2. submitting questions by 10:00 a.m. on Sunday, 27 December 2020 (which is 72 hours before the EGM) by email to howard@gladron.com; and

3. appointing the chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM.

The Board will address the pre-submitted questions (if considered by the chairman of the EGM, at his absolute discretion, to be relevant to the proposed resolution to be proposed at the EGM) and will post the replies to these questions by way of an announcement made thereafter on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com).

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LETTER FROM THE BOARD

Key dates/deadlines of the registration process for participation in the EGM electronically

Key dates Actions From now till 10:00 a.m. on Members may pre-register by sending an email to Sunday, 27 December 2020 howard@gladron.com for their attendance at the live (which is 72 hours before the audio-visual webcast of the EGM proceedings. EGM) All emails received will be followed up with an acknowledgement email from the Company. From Thursday, 24 December Closure of the register of members of the Company 2020 to Wednesday, for determining the entitlement of the Shareholders 30 December 2020 (both days to attend the EGM. inclusive) On or before 10:00 a.m. on Duly completed and signed proxy forms to be Sunday, 27 December 2020 received by the Company or the Share Registrar. By 10:00 a.m. on Sunday, Deadline for the Shareholders to: 27 December 2020 (which is 72 hours before the EGM) — pre-register by email to howard@gladron.com for live audio-visual webcast of the EGM proceedings, and/or — submit questions in advance by email to howard@gladron.com.

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LETTER FROM THE BOARD

By 3:00 p.m. on Tuesday, 29 December 2020

Following the verification by the Share Registrar:

• Shareholders, whose status as shareholders of the Company are authenticated, will receive a confirmation email containing the link to access the live audio-visual webcast of the EGM proceedings.

• Shareholders, whose status as shareholders of the Company cannot be authenticated, will be rejected and will not be allowed to attend the EGM proceedings electronically. The Company will send an email informing them of this.

• 10:00 a.m. on Wednesday, 30 December 2020

• Click on the link in the confirmation email to access the live audio-visual webcast of the EGM proceedings.

If the Shareholders at any stage of the registration process do not receive an email from the Company by the above deadlines, they should either contact the Company at +603-51918989 or by email to howard@gladron.com.

Voting by poll

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. Therefore, the resolution to be proposed at the EGM shall be voted by way of poll. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, since none of the Shareholders has any direct or indirect material interest in the Proposed Adoption of Chinese Name, no Shareholder is required under the Listing Rules to abstain from voting on the relevant resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

4. 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.

5. RECOMMENDATION

The Board believes that the Proposed Adoption of Chinese Name as set out in this circular is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution regarding the Proposed Adoption of Chinese Name to be proposed at the EGM.

6. GENERAL

Further announcement(s) will be made by the Company as to the results of the EGM, the effective date of adoption of the new Chinese name and the effective date of adoption of the Chinese stock short name of the Company.

Yours faithfully, By order of the Board Ritamix Global Limited Dato’ Sri Lee Haw Yih Chairman and Executive Director

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NOTICE OF THE EGM

Ritamix Global Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Ritamix Global Limited (the ‘‘Company’’) will be held at 10:00 a.m. on Wednesday, 30 December 2020 at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means), for the purpose of considering and, if thought fit, passing with or without amendments, the following special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT

1. (a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, ‘‘利特米有限公司’’ be adopted as the dual foreign name of the Company with effect from the date on which the certificate of incorporation on adoption of dual foreign name is issued by the Registrar of Companies in the Cayman Islands; and

2. (b) any one or more of the directors of the Company or the secretary of the Company or the registered office provider of the Company be and is/are hereby authorised to do all such acts and things and to execute all such documents and make all such arrangements, as he/she/they shall in his/her/their absolute discretion consider necessary, desirable or expedient to implement and give effect to the adoption of Chinese name of the Company, and to attend to any necessary registration and/or filing in the Cayman Islands or Hong Kong for and on behalf of the Company.’’

By order of the Board Ritamix Global Limited Dato’ Sri Lee Haw Yih Chairman and Executive Director

Malaysia, 8 December 2020

Notes:

1. In view of an ongoing pandemic of the novel coronavirus disease (the ‘‘COVID-19’’) the Company will implement the following prevention and control measures at the EGM against the COVID-19 to protect the shareholders of the Company (the ‘‘Shareholders’’), staff and other attendees of the EGM 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 EGM venue and throughout the EGM; (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

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NOTICE OF THE EGM

requirements are advised not to attend the EGM in person. Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM 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 EGM, if any.

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

Shareholders may participate in the EGM by (i) observing and listening to the EGM proceedings via live audiovisual webcast, where pre-registration is needed by sending an email by 10:00 a.m. on Sunday, 27 December 2020 (which is 72 hours before the EGM) to howard@gladron.com for pre-registration. Shareholders should note that the link to join the EGM will be sent out to the pre-registered Shareholders by 3:00 p.m. on Tuesday, 29 December 2020 via email; (ii) submitting questions by 10:00 a.m. on Sunday, 27 December 2020 (which is 72 hours before the EGM) by email to howard@gladron.com; and (iii) appointing the chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM.

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 EGM by appointing the chairman of the EGM as their proxy, instead of attending the EGM in person.

2. The register of members of the Company will be closed from Thursday, 24 December 2020 to Wednesday, 30 December 2020, both dates inclusive, during which no transfers of the shares of the Company (the ‘‘Shares’’) will be registered. In order to qualify for attendance and voting at the EGM, all transfer documents, accompanied by the relevant share certificates, should be lodged for registration with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong before 4:30 p.m. on Wednesday, 23 December 2020.

3. The resolution set out in this notice will be voted on by poll.

4. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote for him/her/it. A proxy need not be a member of the Company.

5. A form of proxy for use at the EGM is enclosed. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney 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 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 on or before 10:00 a.m. on Sunday, 27 December 2020.

6. Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Shares as if he/she were solely entitled to vote, but if more than one of such joint holders are present at the EGM in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such Share shall alone be entitled to vote in respect of it.

As at the date of this notice, the board of directors of the Company 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 independent non-executive directors.

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