Rykadan Capital Limited — Proxy Solicitation & Information Statement 2020

Oct 29, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Rykadan Capital Limited 宏基資本有限公司 (the “ Company ”) will be held at Room 1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 23 November 2020 at 1:00 p.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing with or without amendments, the following as an ordinary resolution and a special resolution of the Company, respectively:

ORDINARY RESOLUTION

” THAT , the conditional cash offer (the “ Offer ”) by Dongxing Securities (Hong Kong) Company Limited on behalf of the Company to buy-back up to 102,000,000 shares of nominal value of HK$0.01 each in the issued share capital of the Company (the “ Share(s) ”) at a price of HK$0.68 per Share and subject to the terms and conditions as set out in the offer document despatched on 30 October 2020 together with the accompanying acceptance form (copies of which marked “A” have been produced to the EGM and initialed by the chairman of the EGM for the purpose of identification) be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to buy-back Shares granted at the annual general meeting of the Company held on 26 August 2020, and that the director(s) of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the articles of association of the Company) and do all such acts as such director(s) consider desirable, necessary or expedient to give effect to or otherwise in connection with the Offer.”

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SPECIAL RESOLUTION

” THAT , the waiver (the “ Whitewash Waiver ”) in respect of any obligation under the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong (the “ Codes ”) of Tiger Crown Limited, Scenemay Holdings Limited, CHAN William, LI Chu Kwan and LI Wing Yin to make a mandatory general offer for all the Shares not already beneficially owned by them and parties acting in concert (as defined under the Codes) with any of them, which may, but for the Whitewash Waiver, arise upon completion of the Offer be hereby approved, and that the director(s) of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the articles of association of the Company) and do all such acts as such director(s) consider desirable, necessary or expedient to give effect to or otherwise in connection with the Whitewash Waiver.”

By Order of the Board Rykadan Capital Limited 宏基資本有限公司 CHAN William

Chairman and Chief Executive Officer

Hong Kong, 30 October 2020

Notes:

1. All resolutions at the EGM will be voted upon by poll pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the results of the poll voting will be published on the websites of Stock Exchange and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the EGM is entitled to appoint one or more (if he holds more than one Shares) proxies to attend and vote instead of him. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof and, in such event, the said form of proxy shall be deemed to be revoked.

4. For determining the qualification of members to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 18 November 2020 to Monday, 23 November 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible as members to attend and vote at the EGM, investors are urged to lodge all transfers of Shares accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 17 November 2020.

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1. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong 2 hours before the scheduled time of the EGM, the EGM will be adjourned. The Company will post an announcement on the Company’s website and the Stock Exchange’s website 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.

2. Due to the recent development of the COVID-19 pandemic, the Company will implement the following precautionary measures at the principal place of meeting of the EGM against the pandemic to protect the Shareholders from the risk of infection:

   • (i) Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of EGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the EGM venue and be requested to leave the EGM venue.

   • (ii) Every attendee will be required to wear a surgical face mask throughout the EGM and sit at a distance from other attendees. Please note that no masks will be provided at the EGM venue and attendees should wear their own masks.

   • (iii) No distribution of gifts and no beverage and refreshments will be provided to attendees at the EGM.

Attendees are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted by law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue so as to ensure the health and safety of the attendees at the EGM.

7. The Company wishes to strongly advise the Shareholders, particularly Shareholders who are unwell, subject to quarantine in relation to COVID-19 or unable to travel to attend to EGM, that they may appoint the chairman of the EGM as a proxy to vote on the resolutions to be proposed at the EGM, instead of attending the EGM in person.

8. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the Company’s website for future announcements and updates on the EGM arrangements.

As at the date of this notice, the Board comprises Mr. CHAN William (Chairman and Chief Executive Officer), Mr. YIP Chun Kwok (Chief Operating Officer) as executive directors, Mr. NG Tak Kwan as a non-executive director and Mr. TO King Yan, Adam, Mr. WONG Hoi Ki and Mr. HO Kwok Wah, George as independent non-executive directors.

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