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Yee Hop Holdings Limited — Proxy Solicitation & Information Statement 2021
Sep 2, 2021
50074_rns_2021-09-02_2813b4b1-e66e-4b97-a9a8-0dd3efd37272.pdf
Proxy Solicitation & Information Statement
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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.
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Yee Hop Holdings Limited 義合控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1662)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Yee Hop Holdings Limited (the “ Company ”) will be held at Units 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 24 September 2021, at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:
Unless otherwise specified, capitalised terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 3 September 2021.
ORDINARY RESOLUTION
“ THAT :
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subject to the passing of resolutions (2) and (3), the Cooperation Agreement (a copy of which has been produced to the EGM and marked “A”, all initialled by the chairman of the meeting for identification purpose), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified, and each of the directors of the Company be and is hereby authorised to do all such acts and things and to sign, agree, ratify or execute all such documents and take all such steps as the director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Cooperation Agreement and the transactions contemplated thereunder;
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subject to the passing of resolutions (1) and (3), the Deposits Reimbursement Agreement (a copy of which has been produced to the EGM and marked “B”, all initialled by the chairman of the meeting for identification purpose), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified, and each of the directors of the Company be and is hereby authorised to do all such acts and things and to sign, agree, ratify or execute all such documents and
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take all such steps as the director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Deposits Reimbursement Agreement and the transactions contemplated thereunder; and
- subject to the passing of resolutions (1) and (2), the Expense Reimbursement Agreement (a copy of which has been produced to the EGM and marked “C”, all initialled by the chairman of the meeting for identification purpose), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified, and each of the directors of the Company be and is hereby authorised to do all such acts and things and to sign, agree, ratify or execute all such documents and take all such steps as the director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Expense Reimbursement Agreement and the transactions contemplated thereunder.
By order of the Board Yee Hop Holdings Limited Jim Yin Kwan Jackin Chairman and Executive Director
Hong Kong, 3 September 2021
Registered Office:
Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands
Headquarter, head office and principal place of business in Hong Kong: Units 1104–1106 Nan Fung Commercial Centre 19 Lam Lok Street Kowloon Bay Kowloon Hong Kong
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Notes:
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A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his/her/its stead. A proxy needs not be a member of the Company.
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A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least forty-eight (48) hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he/she/it is subsequently able to be present. In such event, the form of proxy shall be deemed to be revoked.
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For the purpose of holding the EGM, the register of members of the Company will be closed from Monday, 20 September 2021 to Friday, 24 September 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 17 September 2021.
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In the case of joint holders of a share, any one of such joint holders may vote, either in person 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 EGM, the vote of the senior who tenders a vote, whether in person or by proxy, 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 the joint holding.
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If typhoon signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.yee-hop.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
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Any voting at the EGM shall be taken by poll. On a poll, every shareholder present at the meeting shall be entitled to one vote for every fully paid-up share of which he/she/it is the holder. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was so required or demanded.
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References to time and dates in this notice are to Hong Kong time and dates.
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In the event of any inconsistency, the English version of this notice shall prevail over the Chinese version.
As at the date of this notice, the Directors of the Company are:
Executive Directors:
- Mr. Jim Yin Kwan Jackin (Chairman)
Non-executive Director:
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Mr. Wang Jian
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Mr. Chui Mo Ming (Vice-chairman)
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Mr. Yan Chi Tat (Chief Executive Officer)
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Mr. Leung Hung Kwong Derrick
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Mr. Xu JunMin
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Independent Non-executive Director: Mr. Lee Luk Shiu
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Mr. Yu Hon Kwan
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Mr. Wong Chi Keung Johnny
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The health of the Company’s shareholders, staff and stakeholders is of paramount importance to the Company. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the EGM to protect attending shareholders, staff and stakeholders from the risk of infection:
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(i) Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
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(ii) The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.
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(iii) No refreshment will be served, and there will be no corporate gift.
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(iv) Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the EGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.
In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.
If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she/it is welcome to send such question or matter in writing to the Company’s registered office or to the Company’s email at [email protected]. If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office as follows:
Tricor Investor Services Limited Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email: [email protected] HK Tel: (852) 2980 1333 Fax: (852) 2810 8185
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