Yadea Group Holdings Ltd. — AGM Information 2024

Nov 4, 2024

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.

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Annual General Meeting ”) of Chaoda Modern Agriculture (Holdings) Limited (the “ Company ”) will be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 13 December 2024 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of directors and the auditors of the Company for the financial year ended 30 June 2024.

2. (A) To re-elect Mr. Kwok Ho as an executive director of the Company.

3. (B) To re-elect Mr. Ip Chi Ming as a non-executive director of the Company.

4. (C) To re-elect Mr. Fung Chi Kin as an independent non-executive director of the Company.

5. (D) To authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the directors of the Company (the “ Directors ”).

6. To re-appoint Elite Partners CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.

and to consider, if thought fit, pass with or without modifications, the following resolutions of the Company. Capitalised terms not defined herein shall have the meanings ascribed to them in the circular of the Company dated 5 November 2024 (the “ Circular ”) of which this notice forms part.

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ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass with or without modification the following ordinary resolutions:

2. (A) “ THAT

   • (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back or otherwise acquire the shares of HK$0.10 each in the capital of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on the Stock Exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

   • (ii) the aggregate number of Shares which are authorised to be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

   • (iii) for the purposes of this resolution:

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

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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

(B) “ THAT

• (i) subject to paragraph (iii) below, 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 in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants, debentures, notes and other securities convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including

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bonds, warrants, debentures, notes and other securities convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to or in consequence of:

• (a) a Rights Issue (as defined below);

• (b) the exercise of options under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to option holders of Shares;

• (c) an issue of Shares upon the exercise of any rights of subscription or conversion attaching to any warrants, call options, convertible bonds, debentures or notes issued and may be issued by the Company; and/or

• (d) any scrip dividend, and/or other similar arrangement provided for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company from time to time,

shall not exceed 20% of the aggregate number of Shares in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purposes of this resolution:

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

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

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(C) “ THAT

conditional upon the passing of the resolutions in Nos. 4(A) and 4(B) of this notice, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares pursuant to the resolution in No. 4(B) of this notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares bought back or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution in No. 4(A) of this notice, provided that such number shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing of this resolution.”

1. “ THAT

subject to and conditional upon, (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation becoming effective; and (ii) the compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands and the Rules Governing the Listing of Securities on the Stock Exchange to effect the Share Consolidation (the “ Listing Rules ”), with effect from one clear Business Day immediately following the date on which this resolution is passed:

• (i) every twenty (20) existing issued and unissued ordinary share with par value of HK$0.10 each in the share capital of the Company be consolidated (the “ Share Consolidation ”) into one (1) consolidated share of HK$2.00 each (the “ Consolidated Shares ”), such Consolidated Shares shall rank pari passu in all respects with each other in accordance with the memorandum and articles of association of the Company;

• (ii) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and

• (iii) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the Share Consolidation.”

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6. “ THAT

subject to and conditional upon (i) the passing of the resolutions numbered 5 and 7 in this notice; (ii) the Share Consolidation becoming effective; and (iii) the Capital Reduction (as defined below) becoming effective, immediately following the Capital Reduction, each authorised but unissued Consolidated Shares will be subdivided into 200 authorised but unissued new shares (the “ New Shares ”) with a par value of HK$0.01 each (the “ Sub-division ”), each of the New Shares arising from the Sub-division shall rank pari passu in all respects with each other and will have the rights and privileges and be subject to the restrictions as contained in the memorandum and the articles of association of the Company and any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the Sub-division.”

SPECIAL RESOLUTIONS

7. “ THAT

subject to and conditional upon (i) the passing of the ordinary resolutions numbered 5 and 6 in this notice; (ii) the Share Consolidation becoming effective; (iii) the Grand Court of the Cayman Islands (the “ Court ”) granting an order confirming the Capital Reduction; (iv) the compliance with any terms and conditions which the Court may impose in relation to the Capital Reduction; (v) registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Act (as revised) of the Cayman Islands in respect of the Capital Reduction; and (vi) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the New Shares arising from the Capital Reduction and the Sub-division:

• (i) (a) any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation will be cancelled; and (b) the issued share capital of the Company be reduced by the cancellation of the paid-up capital of the Company to the extent of HK$1.99 per issued Consolidated Share (the “ Capital Reduction ”), so that following such reduction, the par value of each issued Consolidated Share shall be reduced from HK$2.00 to HK$0.01 each to become one New Share;

• (ii) the credit arising from the Capital Reduction will be applied towards offsetting the accumulated losses of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated losses of the Company;

• (iii) each of the New Shares arising from the Capital Reduction shall rank pari passu in all respects with each other and will have the rights and privileges and be subject to the restrictions as contained in the memorandum and the articles of association of the Company; and

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• (iv) any one Director be and is hereby authorised to agree the execution forms and execute all such documents on behalf of the Company for the purpose of making the necessary application(s) to the Court and to do all such acts and things and execute all such documents, which are ancillary to the Capital Reduction, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to, implement and complete the Capital Reduction.”

• “ THAT in connection with the Capital Reorganisation:

• (i) the proposed amendments to the existing memorandum and articles of association of the Company (a copy of which will be produced to the AGM and marked “A” and initialled by the chairman of the AGM for the purpose of identification, and the same is also set out in Appendix III to the Circular (the “ Proposed Amendments ”) be and are hereby approved;

• (ii) the second amended and restated memorandum and articles of association of the Company (a copy of which will be produced to the AGM and marked “B” and initialled by the chairman of the AGM for the purpose of identification) be and is hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with effect immediately upon the Capital Reorganisation becoming effective;

• (iii) any Director and/or the registered office provider of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements (including but not limited to making filings in the Cayman Islands and Hong Kong) as they shall, in their absolute discretion, deem necessary or expedient in connection with the implementation of or giving effect to the Proposed Amendments and the adoption of the second amended and restated memorandum and articles of association of the Company.”

By Order of the Board Chaoda Modern Agriculture (Holdings) Limited Kwok Ho Chairman

Hong Kong, 5 November 2024

Notes:

1. Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxy(ies) to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy needs not be a member of the Company.

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1. To be valid, a form of proxy for the Annual General Meeting, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours (excluding any part of a day that is a public holiday in Hong Kong) before the time appointed for holding the Annual General Meeting (that is, by Wednesday, 11 December 2024 at 10:30 a.m.) 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 Annual General Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint registered holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint registered holders are present at the Annual General Meeting personally or by proxy, then one of the registered holders so present whose name stands first in the register of members of the Company in respect of such Share, or his proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

3. To ascertain the eligibility of the members of the Company to attend and vote at the forthcoming Annual General Meeting, the register of members of the Company will be closed from Tuesday, 10 December 2024 to Friday, 13 December 2024 (both days inclusive), during which period no transfer of Shares will be registered. All properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on Monday, 9 December 2024.

4. At the Annual General Meeting, the Chairman of the Annual General Meeting will exercise his power under Article 80 of the articles of association of the Company to put any resolution to be proposed at the meeting to a vote by way of poll as required under the Listing Rules. The poll results will be published on the websites of the Company and the Stock Exchange in accordance with the Listing Rules.

5. As regards the resolutions in No. 2 of this notice, the biographical details of the retiring directors proposed for re-election are set out in Appendix I to the circular of the Company dated 5 November 2024 (the “ Circular ”).

6. As regards the resolution in No. 4(A) of this notice, the directors of the Company wish to state that they will exercise the powers conferred thereby to buy back Shares in circumstances which they deem appropriate for the benefit of the members of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the resolution in No. 4(A) as required under the Listing Rules is set out in Appendix II to the Circular of which this notice forms part.

7. As regards the resolutions in Nos. 4(B) and 4(C) of this notice, approval is being sought from members of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other that Shares which may fall to be issued upon exercise of the subscription rights attached to the options granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by members of the Company.

As at the date hereof, the board of directors of the Company comprises:

Executive directors : Mr. Kwok Ho and Mr. Kuang Qiao Non-executive director : Mr. Ip Chi Ming Independent : Mr. Fung Chi Kin, Mr. Tam Ching Ho, non-executive directors Professor Lin Shun Quan and Ms. Li Ying

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