TYK Medicines, Inc — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

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 licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Namyue Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

南譽控股

NAMYUE HOLDINGS

Namyue Holdings Limited
南粵控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 01058)

GENERAL MANDATE FOR THE ISSUE OF SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Namyue Holdings Limited to be held at The Boardroom, Basement 2, Wharney Hotel, No. 57-73, Lockhart Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 2:30 p.m. is set out on pages 11 to 14 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

25 April 2025

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CONTENTS

Page No.

DEFINITIONS ... 1

LETTER FROM THE BOARD

1. INTRODUCTION ... 3
2. SHARE ISSUE MANDATE ... 4
3. RE-ELECTION OF DIRECTORS ... 4
4. THE AGM ... 5
5. RECOMMENDATIONS ... 5
6. WEATHER CONDITIONS ... 5
7. RESPONSIBILITY STATEMENT ... 6

Appendix I – DETAILS OF THE DIRECTORS TO BE RE-ELECTED ... 7

Appendix II – NOTICE OF ANNUAL GENERAL MEETING ... 11

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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 The Boardroom, Basement 2, Wharney Hotel, No. 57-73 Lockhart Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 2:30 p.m., notice of which is set out on pages 11 to 14 of this circular or, where the context so admits, any adjournment thereof;

"AGM Notice"
the notice convening the AGM as set out on pages 11 to 14 of this circular;

"Articles of Association"
the articles of association of the Company, as amended from time to time;

"Board"
the board of directors of the Company;

"Company"
Namyue Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange;

"controlling shareholder"
as defined in the Listing Rules;

"Director(s)"
the director(s) of the Company;

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"
The Hong Kong Special Administrative Region of the PRC;

"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

"Ordinary Resolution(s)"
the proposed ordinary resolution(s) in the AGM Notice;

"PRC"
the People's Republic of China;

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DEFINITIONS

"Share(s)"
ordinary share(s) in the share capital of the Company;

"Share Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to issue Shares not exceeding 20% of the aggregate number of the Shares in issue of the Company as at the date of the passing of the relevant ordinary resolution to grant such mandate;

"Shareholder(s)"
registered holder(s) of the Shares;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"substantial shareholder"
as defined in the Listing Rules; and

"%"
per cent.

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LETTER FROM THE BOARD

南署控股

NAMYUE HOLDINGS

Namyue Holdings Limited

南粵控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01058)

Board of Directors:

Executive Directors

Mr. Zhou Hao (Chairman and Managing Director)

Mr. Liao Siyang (Deputy General Manager)

Registered Office:

29th Floor

Guangdong Investment Tower

148 Connaught Road Central

Hong Kong

Non-Executive Directors

Mr. Huang Junfeng

Mr. Kuang Hu

Ms. Li Jieyu

Independent Non-executive Directors

Mr. Yeung Man Lee, BBS, JP

Mr. Leung Luen Cheong

Mr. Yang Ge

25 April 2025

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE FOR THE ISSUE OF SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM, and information on certain matters to be dealt at the AGM, inter alia:

(a) the grant of the Share Issue Mandate to the Directors; and
(b) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE

At the last annual general meeting of the Company held on 14 June 2024, a general mandate was granted to the Directors to exercise the powers of the Company to issue, allot and deal with such number of Shares not exceeding 20% of the aggregate number of the Shares in issue of the Company as at that date. That general mandate will lapse at the conclusion of the AGM.

To provide continued flexibility to the Directors, an ordinary resolution will be proposed at the AGM for the granting of the Share Issue Mandate to the Directors, on terms as set out in Ordinary Resolution No. 4 in the AGM Notice, allowing them to exercise all the powers of the Company to issue, allot and deal in the Shares. Under the Share Issue Mandate, the number of Shares that the Company is authorised to allot or agree conditionally or unconditionally to allot (whether pursuant to an option or otherwise), subject to the exceptions as set out in paragraph (c) of Ordinary Resolution No. 4, will not exceed 20% of the aggregate number of the Shares in issue of the Company as at the date of passing such Ordinary Resolution.

As at the Latest Practicable Date, the number of Shares in issue was 538,019,000 Shares. Subject to the passing of the proposed resolution for approving the Share Issue Mandate and on the basis that no further Shares are issued by the Company prior to the date of the AGM, the Company would be allowed under the Share Issue Mandate to issue up to a limit of 107,603,800 Shares.

3. RE-ELECTION OF DIRECTORS

Pursuant to Articles 82 to 84 of the Articles of Association, Mr. Kuang Hu (“Mr. Kuang”) and Mr. Yang Ge (“Mr. Yang”) will retire by rotation at the AGM and, being eligible, have offered themselves for re-election.

In accordance with Article 77 of the Articles of Association, Ms. Li Jieyu (“Ms. Li”), who was appointed as a Non-Executive Director of the Company with effect from 20 August 2024, shall hold office until the AGM and shall be eligible for re-election.

Information relating to Mr. Kuang, Mr. Yang and Ms. Li as required to be disclosed under Rule 13.51(2) and Rule 13.74 of the Listing Rules is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. THE AGM

The AGM Notice is set out in Appendix II to this circular. Shareholders are advised to read the AGM Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meeting should the Shareholders so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the AGM Notice will be decided by poll. The Chairman of the AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of a poll pursuant to Article 57(a) of the Articles of Association. An announcement of the poll results will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

The Directors believe that the resolutions, including but not limited to, the granting of the Share Issue Mandate and the re-election of Directors, as set out in the AGM Notice are in the best interests of the Company as well as the Shareholders. Accordingly, the Directors recommend that Shareholders vote in favour of the Ordinary Resolutions at the AGM.

6. WEATHER CONDITIONS

If a Typhoon Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning is in force, or “extreme conditions” resulting from a typhoon or a rainstorm are announced by the Hong Kong Government is/are in force in Hong Kong at or any time after 12:00 noon on the date of the AGM, the AGM will be adjourned until further notice. Further announcement notifying shareholders of the details (including the date, time and venue) of the adjourned AGM will be posted on the websites of the Company (www.namyueholdings.com) and the Stock Exchange (www.hkexnews.hk). The AGM 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 AGM under bad weather conditions bearing in mind their own situations.

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LETTER FROM THE BOARD

7. 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.

Yours faithfully,

For and on behalf of the Board

Zhou Hao

Chairman and Managing Director

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APPENDIX I

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Set out below are the personal particulars of the Directors who offer themselves to be re-elected at the AGM:

Mr. Kuang Hu, aged 47, was appointed a Non-Executive Director of the Company on 26 February 2016. He was appointed as Chairman, an Executive Director and the chairman of the Nomination Committee of the Company for the period from September 2019 to December 2021. Mr. Kuang graduated from the Department of International Economics and Trading of Beijing Normal University, the PRC. He obtained a Master's degree in World Economics and a Doctoral degree in Finance from Sun Yat-sen University, the PRC. In July 2003, Mr. Kuang joined 廣東粵海控股集團有限公司 (Guangdong Holdings Limited*) (“Guangdong Holdings”) and worked in the strategic development department. From November 2012 to June 2015, he was appointed deputy general manager of the strategic development department of both Guangdong Holdings and GDH Limited (“GDH”). He was appointed general manager of the operation department of Guangdong Holdings and GDH for the period from July 2015 to August 2019; and acted as deputy chief financial officer during the period from September 2019 to December 2021. Mr. Kuang acted as an executive director, vice chairman and acting chairman of the board of Guangdong Land Holdings Limited (stock code: 00124) during the period from February 2022 to March 2025. He was appointed as an executive director and the managing director of Guangdong Investment Limited (stock code: 00270) effective from 25 March 2025.

Other than as stated above, Mr. Kuang is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company and he does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, or has any other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Kuang did not have any interests in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Future Ordinance.

There is a letter of appointment entered into between Mr. Kuang and the Company in relation to his appointment as a Non-executive Director. Pursuant to the Articles of Association, Mr. Kuang is entitled to such director's fee as may be approved by the Board. Remuneration (if any) for Mr. Kuang will be determined by reference to job responsibilities, the prevailing market conditions of the industry, the Company's remuneration policy, operating performance and profitability. At present, Mr. Kuang is not receiving any remuneration from the Company in relation to his position as a director.

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APPENDIX I

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Pursuant to the Articles of Association, Mr. Kuang, if re-elected, will be appointed as a Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2028, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Save as disclosed above, in relation to the re-election of Mr. Kuang as a Non-Executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Yang Ge, aged 41, was appointed an Independent Non-Executive Director of the Company on 14 August 2020. He is also the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee of the Company. Mr. Yang obtained the Bachelor's degree in Management from Lanzhou Jiaotong University. He is a Certified Public Accountant in the PRC and has over 18 years working experience in accounting firms. He was an independent director of Grandblue Environment Co., Ltd. (stock code: 600323.SH) from June 2017 to June 2023 and an independent director of Yizumi Holdings Co., Ltd. (formerly known as Guangdong Yizumi Precision Machinery Co., Ltd.) (stock code: 300415.SZ) from August 2020 to October 2023. Mr. Yang is currently the chief executive officer and chief accountant of 廣東中翼誠會計師事務所 (特殊普通合夥) (Guangdong Zhongyi Cheng Certified Public Accountants (Special General Partnership)* ) and an independent director of PowerTECH Co., Ltd. (stock code: 301369.SZ) and Beijing Leadman Biochemistry Co., Ltd. (stock code: 300289).

Other than as stated above, Mr. Yang is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company and he does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, or has any other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Yang did not have any interests in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Future Ordinance.

There is a letter of appointment entered into between Mr. Yang and the Company in relation to his appointment as an Independent Non-executive Director. Mr. Yang is currently entitled to a director's fee of HK$150,000 per annum, which is determined with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.

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APPENDIX I

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Pursuant to the Articles of Association, Mr. Yang, if re-elected, will be appointed as an Independent Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2028, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Save as disclosed above, in relation to the re-election of Mr. Yang as an Independent Non-Executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Ms. Li Jieyu, aged 53, was appointed a Non-Executive Director of the Company with effect from 20 August 2024. Ms. Li holds a graduation certificate of an undergraduate programme in accounting from Jinan University (暨南大學) in the PRC and has been awarded the senior accountant qualification from the Department of Personnel of Guangdong Province. She joined the planning and finance department of 廣東南粵集團有限公司 Guangdong Nam Yue Group Corporation Limited ("Nam Yue Group"), the ultimate controlling shareholder of the Company, in 2009 and has since held various senior positions in its subsidiaries, including, among others, the positions of director of 南粵食品水產有限公司 (Nam Yue Food Stuff & Aquatics Company Ltd.) and 南方控股有限公司 (Nam Fong Holdings, Limited, established in the Macao Special Administrative Region of the PRC) since May 2022 and since December 2023, respectively, and financial controller of 南方控股有限公司 (Nam Fong Holdings, Limited) since May 2022. Nam Yue Group is a state-owned enterprise established in the PRC.

Other than as stated above, Ms. Li is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company and she does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, or has any other major appointments and professional qualifications.

As at the Latest Practicable Date, Ms. Li did not have any interests in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX I

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

There is a letter of appointment entered into between Ms. Li and the Company in relation to her appointment as a Non-executive Director. Pursuant to the Articles of Association, Ms. Li entitled to such director’s fee as may be approved by the Board. Remuneration (if any) for Ms. Li will be determined by reference to job responsibilities, the prevailing market conditions of the industry, the Company’s remuneration policy, operating performance and profitability. At present, Ms. Li is not receiving any remuneration from the Company in relation to her position as a director.

Pursuant to the Articles of Association, Ms. Li, if re-elected, will be appointed as a Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2028, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Save as disclosed above, in relation to the re-election of Ms. Li as a Non-Executive Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

• The English names are translation of the Chinese names, and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

南署控股

NAMYUE HOLDINGS

Namyue Holdings Limited

南粤控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01058)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Namyue Holdings Limited (the "Company") will be held at The Boardroom, Basement 2, Wharney Hotel, No. 57-73, Lockhart Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 2:30 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements, the Directors' report and the independent auditor's report of the Company for the year ended 31 December 2024.

2. To re-elect the following retiring Directors by separate resolutions, and to authorise the Board of Directors to fix the remuneration of the Directors.

(i) Mr. Kuang Hu
(ii) Mr. Yang Ge
(iii) Ms. Li Jieyu

1. To re-appoint ZHONGHUI ANDA CPA Limited as the independent auditor of the Company and to authorise the Board of Directors to fix its remuneration.

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

"THAT:

(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with ordinary shares in the capital of the Company (the "Shares") and/or options, warrants and/or instruments carrying rights to subscribe for any Shares or securities convertible into Shares, and to make and/or grant offers, agreements, options or warrants which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

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

(c) the aggregate number of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution), (ii) the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into Shares, (iii) the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of 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 the Shares in accordance with the articles of association of the Company (the "Articles of Association"), shall not exceed 20 per cent. of the aggregate number of the Shares in issue as at the date of the passing the passing of this resolution, and the said approval shall be limited accordingly; and

(d) 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;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") to be held; and

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

and,

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares open for a period fixed by the Company (or by the Directors) to holders of Shares on the Register of Members (Shares) of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions 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 any authorised regulatory body or any stock exchange in, any territory outside Hong Kong)."

By Order of the Board

Chan Miu Ting

Company Secretary

Hong Kong, 25 April 2025

Registered office:

29th Floor

Guangdong Investment Tower

148 Connaught Road Central

Hong Kong

Notes:

(i) A shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and, on a poll, vote in his/her place and such proxy need not be a shareholder of the Company.

(ii) To be valid, the form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority) must be delivered to the Company's share registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting or any adjourned meeting if he so wishes. If a shareholder who has lodged a form of proxy attends the meeting, his/her form of proxy will be deemed to have been revoked.

(iii) In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person, or by proxy, all be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Company's register of shareholders in respect of the joint holding.

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

(iv) The register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025 (both days inclusive), during such period no transfer of shares of the Company will be registered. In order to determine the identity of the members who are entitled to attend and vote at the forthcoming annual general meeting of the Company to be held on Wednesday, 18 June 2025, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.

(v) In relation to resolution No. 4, approval is being sought from members of the Company for a general mandate to authorize the issue of Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate so given.

(vi) Pursuant to Rule 13.39(4) of the Listing Rules, each of the resolutions set out in the notice will be voted by way of a poll.

(vii) If a Typhoon Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning is in force, or “extreme conditions” resulting from a typhoon or a rainstorm are announced by the Hong Kong Government is/are in force in Hong Kong at or any time after 12:00 noon on the date of the AGM, the AGM will be adjourned until further notice. Further announcement notifying shareholders of the details (including the date, time and venue) of the adjourned AGM will be posted on the websites of the Company (www.namyueholdings.com) and the Stock Exchange (www.hkexnews.hk). The AGM 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 AGM under bad weather conditions bearing in mind their own situations.

(viii) No refreshment will be provided at the Meeting.