Viva Goods Co. Ltd. — Proxy Solicitation & Information Statement 2025

Jan 2, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

VIVA GOODS COMPANY LIMITED

非凡領越有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 933)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of Viva Goods Company Limited (the “Company”) will be held at 2/F., PopOffice, 9 Tong Yin Street, Tseung Kwan O, New Territories, Hong Kong on Monday, 10 February 2025 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company.

Unless otherwise defined, capitalised terms defined in the circular of the Company dated 3 January 2025 (the “Circular”) of which this notice forms part shall have the same meanings when used herein.

ORDINARY RESOLUTION

“THAT

(a) the directors of the Company be and are hereby granted the specific mandate (the “Specific Mandate”) to exercise all the powers of the Company to allot and issue the Shares, credited as fully paid, to the Scheme Shareholders and Bossini Optionholders in accordance with the terms of the Scheme and the Option Offer; and

(b) the directors of the Company, acting collectively or individually, be and are hereby authorised, for and on behalf of the Company, to do all acts and things, to sign, execute and deliver all such documents and to take all such steps considered by such director(s) to be necessary, appropriate, expedient or desirable to give effect to the transaction set out in (a) above and all other matters incidental thereto and/or in connection with the implementation of the Specific Mandate, including (without limitation), agreeing to and making such variation, amendment or waiver in connection therewith which, in the opinion of the directors of the Company, is in the interests of the Company and its shareholders as a whole.”

By Order of the Board
Viva Goods Company Limited
LI Ning
Chairman and Chief Executive Officer

Hong Kong, 3 January 2025

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Executive Directors:
Mr. LI Ning (Chairman and Chief Executive Officer)
Mr. LI Chunyang
Mr. LI Qilin

Non-executive Directors:
Mr. Victor HERRERO
Mr. MA Wing Man
Ms. LYU Hong
Mr. QIAN Cheng

Head office and principal place of business in Hong Kong:
2/F., PopOffice
9 Tong Yin Street
Tseung Kwan O
New Territories
Hong Kong

Independent Non-Executive Directors:
Mr. LI Qing
Mr. PAK Wai Keung, Martin
Mr. WANG Yan
Professor CUI Haitao

Notes:

1. Pursuant to the Listing Rules, all the above resolutions are to be voted by poll at the above meeting.
2. A member entitled to attend and vote at the meeting is entitled to appoint one or, if he/she/it is the holder of two or more shares, more than one proxy to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company.
3. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the meeting will be the close of business on Tuesday, 4 February 2025. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 4 February 2025.
4. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).
5. Delivery of an instrument appointing a proxy should not preclude a shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. In the case of joint registered holders of a share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, the vote of the senior who tenders a vote 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 such share.
7. If a tropical cyclone warning signal No. 8 or above is or is expected to be hoisted or a black rainstorm warning signal or "extreme conditions" caused by super typhoons is or is expected to be in force at any time after 11:00 a.m. (Hong Kong time) on the date of the EGM, the EGM will be adjourned in accordance with the articles of association of the Company and in compliance with the applicable laws and the Listing Rules. If the EGM is adjourned, the Company will post an announcement on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at http://www.vivagoods.hk notifying its members of the date, time and venue of the rescheduled EGM.