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YH Entertainment Group Proxy Solicitation & Information Statement 2026
50508_rns_2026-04-28_47868599-45a8-4e8f-afaf-a78243fca3eb.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in YH Entertainment Group, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
乐华娱乐
YUE HUA
ENTERTAINMENT
YH Entertainment Group
乐华娱乐集团
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2306)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,
PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND
RESTATED ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting ("AGM") of YH Entertainment Group to be held physically at Room 6006, 6/F, Building One, Yard 28, Chuangyuan Road, Chaoyang District, Beijing, the PRC on Thursday, June 18, 2026 at 3:00 p.m., at which, among other things, the above proposals will be considered, is set out on pages 24 to 28 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for convening the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 16, 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
For the avoidance of doubt, holders of treasury shares of the Company, if any, shall abstain from voting at the AGM.
April 28, 2026
CONTENTS
Page
Responsibility Statement ... ii
Definitions ... 1
Letter from the Board ... 5
Appendix I — Explanatory Statement on Repurchase Mandate ... 11
Appendix II — Details of the Directors proposed to be re-elected at the AGM ... 16
Appendix III — Proposed Amendments to the Articles of Association ... 19
Notice of Annual General Meeting ... 24
- i -
RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), 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.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held physically at Room 6006, 6/F, Building One, Yard 28, Chuangyuan Road, Chaoyang District, Beijing, the PRC on Thursday, June 18, 2026 at 3:00 p.m. or any adjournment thereof
"Articles of Association" or "Articles"
the third amended and restated articles of association of the Company currently in force
"associates"
has the meaning as defined under the Listing Rules
"Board"
the board of Directors of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Chairlady"
the chairlady of the Board
"China" or "PRC"
the People's Republic of China, but for the purpose of this circular and except where the context requires otherwise, references herein to "China," and the "PRC" do not apply to Hong Kong, Macau Special Administrative Region and Taiwan, China
"close associates"
has the meaning as defined under the Listing Rules
"Companies Act"
the Companies Act (as revised) of the Cayman Islands as amended from time to time
"Company" or "YH Entertainment"
YH Entertainment Group (乐华娱乐集团), a company incorporated in the Cayman Islands with limited liability on June 10, 2021 and the Shares of which are listed on the Stock Exchange on January 19, 2023
"Director(s)"
the director(s) of the Company
"Fourth Amended and Restated Articles of Association"
the fourth amended and restated articles of association, incorporating all the Proposed Amendments, proposed to be adopted by the Shareholders at the AGM
- 1 -
DEFINITIONS
“Group” the Company and its subsidiaries at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of present subsidiaries, the business operated by such subsidiaries or their predecessors (as the case may be)
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale or transfer of treasury shares of the Company) of up to 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased and resold by the Company pursuant to the authority granted under the Repurchase Mandate in accordance with the Listing Rules, the Companies Act and the Memorandum and Articles (as applicable)
“Latest Practicable Date” April 21, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Date” the date, namely January 19, 2023, on which the Shares were listed on the Stock Exchange and from which dealings in the Shares were permitted to commence on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Memorandum” the memorandum of association of the Company
“Nomination Committee” the nomination committee of the Board
“Proposed Amendments” the proposed amendments to the Articles of Association, details of which are set out in Appendix III to this circular
- 2 -
DEFINITIONS
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate
"RMB"
Renminbi Yuan, the lawful currency of the People's Republic of China
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary shares of US$0.0001 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended or supplemented from time to time
"Tianjin Chufa"
Tianjin ChuFa Culture Technology Co., Ltd. (天津觸發文化科技有限公司) (formerly known as Shanghai Chufa Culture Technology Co., Ltd. (上海觸發文化科技有限公司) and Shanghai Chufa Culture Communication Co., Ltd. (上海觸發文化傳播有限公司)), a limited liability company established in the PRC on April 17, 2014 and a wholly-owned subsidiary of Yuehua Limited
"Tianjin Yihua"
Tianjin Yihua Management Consulting Co., Ltd. (天津壹華管理諮詢有限責任公司), a limited liability company established in the PRC on February 22, 2019 and a wholly-owned subsidiary of Yuehua Limited
"Tianjin Yuehua"
Tianjin Yuehua Music and Culture Communication Co., Ltd. (天津樂華音樂文化傳播有限公司), a limited liability company established in the PRC on August 1, 2011 and a wholly-owned subsidiary of Yuehua Limited
- 3 -
DEFINITIONS
| “Tibet Yuehua” | Tibet Yuehua Culture Communication Co., Ltd. (西藏樂華文化傳播有限公司), a limited liability company established in the PRC on December 25, 2011 and a wholly-owned subsidiary of Yuehua Limited |
|---|---|
| “treasury shares” | has the meaning ascribed to it under the Listing Rules |
| “US$” | United States dollars, the lawful currency for the time being of the United States |
| “YUE HUA HONG KONG” | YUE HUA HONG KONG ENTERTAINMENT COMPANY LIMITED (樂華娛樂香港有限公司), a limited company established in Hong Kong on January 13, 2015 and a wholly-owned subsidiary of Yuehua Limited |
| “Yuehua HK” | YH Entertainment Group (HK) Limited, a limited company established in Hong Kong on July 6, 2021 and an indirect wholly-owned subsidiary of the Company in Hong Kong |
| “Yuehua Investment” | Tianjin Yuehua Management Consulting Co., Ltd. (天津樂華管理諮詢有限公司), formerly known as Tianjin Yuehua Investment Co., Ltd. (天津樂華投資有限公司), a limited liability company established in the PRC on September 24, 2021 and an indirect wholly-owned subsidiary of the Company in the PRC |
| “%” | per cent |
- 4 -
LETTER FROM THE BOARD
乐华娱乐
YUE HUA
ENTERTAINMENT
YH Entertainment Group
乐华娱乐集团
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2306)
Executive Directors:
Ms. DU Hua (Chairlady and Chief Executive Officer)
Mr. SUN Yiding
Mr. SUN Le
Non-executive Director:
Mr. MENG Jun
Independent Non-executive Directors:
Mr. FAN Hui
Mr. LU Tao
Mr. HUANG Jiuling
Registered Office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
April 28, 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND
RESTATED ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
- 5 -
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders at the AGM in respect of, among other matters, (i) the granting to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the re-election of Directors; (iii) proposed amendments to the Articles of Association and adoption of the Fourth Amended and Restated Articles of Association; and (iv) to give you notice of the AGM.
GENERAL MANDATE TO ISSUE SHARES
In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution numbered 4 will be proposed at the AGM to grant to the Directors the proposed Issue Mandate to exercise the powers of the Company to allot, issue or otherwise deal with new Shares (including sale or transfer of the treasury shares, if any) not exceeding 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of the resolution in relation to such general mandate.
As at the Latest Practicable Date, the number of Shares in issue (excluding treasury shares) was 830,559,000 and the number of treasury shares was 41,322,000. Subject to the passing of the ordinary resolution numbered 4 and on the basis that there is no change to the number of issued shares before the AGM, the Company will be allowed to issue a maximum of 166,111,800 Shares. In addition, subject to a separate approval of the ordinary resolution numbered 6, the number of Shares repurchased by the Company under ordinary resolution numbered 5 will also be added to the Issue Mandate as mentioned in the ordinary resolution numbered 4. The Directors wish to state that they have no immediate plans to issue any new Shares or to repurchase any Shares pursuant to such general mandate.
GENERAL MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution numbered 5 will be proposed at the AGM to approve the grant of general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of the resolution in relation to such general mandate. Assuming that there is no change in the issued Shares from the Latest Practicable Date up to the date of the AGM, the maximum number of Shares which may be repurchased by the Company pursuant to the Repurchase Mandate as at the date of passing the ordinary resolution numbered 5 will be 83,055,900 Shares. The Repurchase Mandate will end on the earlier 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 or any applicable law of the Cayman Islands to be held; or (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
RE-ELECTION OF DIRECTORS
In accordance with Article 26.4 of the Articles, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
In accordance with Article 26.4 of the Articles, Ms. DU Hua, Mr. SUN Yiding and Mr. SUN Le shall retire by rotation at the AGM and, being eligible, offered themselves for re-election.
Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS
The Nomination Committee evaluates the balance of skills, knowledge, experience and diversity of perspectives on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Nomination Committee shall (where applicable and appropriate) consider candidates from a wide range of backgrounds, and assess whether the individual would be able to devote sufficient time to the Board (particularly if such individual is proposed to be an independent non-executive director who will be holding their seventh (or more) listed company directorship), the perspectives, skills and experience the proposed individual can bring to the Board, and how the proposed individual contributes to the diversity of the Board.
RECOMMENDATION OF THE NOMINATION COMMITTEE AND THE BOARD
The Nomination Committee has considered Ms. DU Hua, Mr. SUN Yiding and Mr. SUN Le's extensive experience respectively, their working profiles and other experience and factors as set out in their biographical details in Appendix II to this circular. The Nomination Committee is satisfied that Ms. DU Hua, Mr. SUN Yiding and Mr. SUN Le have the required character, integrity and experience to continuously fulfil their roles as executive Directors, respectively and effectively. The Board believed that their re-elections as Directors would be in the best interests of the Company and its Shareholders as a whole.
The Nomination Committee has also reviewed and considered each retiring Director's respective experience, skills and knowledge, and recommended to the Board that the re-election of all retiring Directors be proposed for Shareholders' approval at the AGM.
LETTER FROM THE BOARD
The Board currently consists of 6 male Directors and 1 female Director. The Board has considered the above factors, and the personal characteristics of the re-election Directors and believed that they can enhance the diversity of the Board.
Details of the above-named Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.
RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2026
The Board proposed to re-appoint SHINEWING (HK) CPA Limited as the Company's independent auditors at the AGM by an ordinary resolution. The estimated audit fee payable to SHINEWING (HK) CPA Limited for the audit of the consolidated financial statements of the Group for the year ending December 31, 2026 is expected to be in the range of approximately RMB1.31 million to RMB1.75 million.
The estimated audit fee has been determined after due consideration and arm's length negotiations between the Company and SHINEWING (HK) CPA Limited, taking into account, among other things, the size, nature and complexity of the Group's business operations, the expected scope of the audit (covering the consolidated financial statements prepared in accordance with IFRS Accounting Standards), the audit timetable, and the level and mix of professional staff to be deployed. The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.
Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated April 16, 2026 relating to the proposed amendments to the Articles of Association and adoption of the Fourth Amended and Restated Articles of Association.
The Board propose to make certain amendments to the Articles of Association in order to bring them in line with the latest regulatory requirements of the Listing Rules relating to the enabling of convening and holding of hybrid general meetings and vote casting by electronic means.
Details of the Proposed Amendments are set out in the Appendix III to this circular.
LETTER FROM THE BOARD
The Proposed Amendments as well as the adoption of the Fourth Amended and Restated Articles of Association are subject to the approval by the Shareholders by way of a special resolution at the AGM, or any adjourned meeting and will become effective upon the approval by the Shareholders at the AGM.
The Company has received a written confirmation from its Hong Kong legal advisers, confirming that the proposed amendments to the Articles of Association comply with the applicable provisions under the Listing Rules. The Company has also received a written confirmation from its Cayman Islands legal advisers, confirming that the proposed amendments to the Articles of Association do not violate the applicable laws in the Cayman Islands.
The Company confirms that there is nothing unusual about the proposed amendments to the Articles of Association for a company listed on the Stock Exchange.
ANNUAL GENERAL MEETING
Set out on pages 24 to 29 of this circular is a notice convening the AGM to consider and, if thought fit, to pass the resolutions as set out in the notice of AGM.
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026 (both days inclusive), during which period no transfer of Shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, June 12, 2026. Shareholders whose names appear on the register of members of the Company on June 15, 2026 are entitled to attend and vote at the AGM.
A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of holding the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 16, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairperson of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll. Holders of treasury shares of the Company (if any) shall abstain from voting on matters that require Shareholders' approval at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way.
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to the granting of the Issue Mandate, the Repurchase Mandate and the re-election of Directors to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole.
Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By order of the Board
YH Entertainment Group
DU Hua
Executive Director, Chairlady of the Board and
Chief Executive Officer
- 10 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
2. SHARE CAPITAL
As at the Latest Practicable Date, the number of total issued Shares (excluding treasury shares) was 830,559,000 Shares with a nominal value of US$0.0001 each which have been fully paid. Subject to the passing of the resolution for repurchase of Shares and on the basis of that no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 83,055,900 Shares, representing 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing the relevant resolution for granting the Repurchase Mandate. The Repurchase Mandate will be ended on the earlier 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 or any applicable law of the Cayman Islands to be held; or (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
3. REASONS FOR REPURCHASES OF SHARES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share. On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use for share grants under share schemes that comply with Chapter 17 of the Listing Rules and for other purposes permitted under the Listing Rules, the Articles and the applicable laws of the Cayman Islands. Shares repurchased will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
4. FUNDING OF REPURCHASE OF SHARES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be repurchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended December 31, 2025 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
The Company may cancel such repurchased Shares and/or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follow:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| April | 0.64 | 0.57 |
| May | 2.65 | 0.63 |
| June | 4.48 | 2.22 |
| July | 3.40 | 2.12 |
| August | 2.48 | 2.00 |
| September | 2.80 | 1.95 |
| October | 2.68 | 2.17 |
| November | 2.40 | 1.67 |
| December | 2.50 | 1.95 |
| 2026 | ||
| January | 2.81 | 2.25 |
| February | 2.71 | 2.22 |
| March | 2.33 | 1.88 |
| April (up to and including the Latest Practicable Date) | 2.15 | 1.93 |
7. UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws, rules and regulations of the Cayman Islands.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
8. CORE CONNECTED PERSON
None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders and the conditions (if any) which the Repurchase Mandate are fulfilled, to sell Shares to the Company under the Repurchase Mandate. No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and the conditions (if any) which the Repurchase Mandate are fulfilled.
9. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Ms. Du Hua was interested in 401,175,000 Shares which comprised of (i) corporation controlled interest in 376,350,000 Shares; and (ii) a spouse’s interest in 24,825,000 Shares. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the attributable interest of Ms. Du Hua would increase from approximately 48.30% to 53.67% of the voting rights of the Company. Such increase would give rise to general offer obligation under the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such extent that general offer obligation under the Takeovers Code would be triggered and will not effect repurchase to the extent that would result in the number of Shares held by the public falling below the prescribed minimum percentage of 25% as required under the Listing Rules.
The Company confirms that neither this explanatory statement nor the proposed share repurchase has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
10. SHARE PURCHASE MADE BY THE COMPANY
The Company has purchased a total of 3,894,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:
| Date of repurchase | No. of Shares repurchased | Price paid per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| October 13, 2025 | 141,000 | 2.38 | 2.33 |
| October 14, 2025 | 297,000 | 2.57 | 2.42 |
| October 15, 2025 | 1,005,000 | 2.58 | 2.50 |
| October 16, 2025 | 723,000 | 2.56 | 2.47 |
| October 17, 2025 | 219,000 | 2.50 | 2.44 |
| October 20, 2025 | 129,000 | 2.52 | 2.47 |
| October 21, 2025 | 324,000 | 2.55 | 2.48 |
| October 22, 2025 | 198,000 | 2.59 | 2.45 |
| October 23, 2025 | 309,000 | 2.60 | 2.47 |
| October 24, 2025 | 288,000 | 2.54 | 2.39 |
| October 27, 2025 | 261,000 | 2.49 | 2.38 |
Save as disclosed above, the Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTION AT THE AGM
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the AGM.
- Ms. DU Hua
Ms. DU Hua (杜華), aged 44, is our founder, executive Director, the chairlady of the Board and the chief executive officer. Ms. Du was appointed as our Director on June 10, 2021, and re-designated as our executive Director on March 3, 2022. Ms. Du is primarily responsible for the overall strategic planning and business direction and day-to-day management of our Group. She also holds directorship in a number of our subsidiaries¹.
Prior to founding Yuehua Limited in July 2009, Ms. Du worked at Huayou Digital Media Technology Co., Ltd. (華友數碼傳媒科技有限公司) and its affiliates, an internet service provider, from August 2004 to July 2009.
Ms. Du received a diploma majoring in English from North China Institute of Science and Technology (華北科技學院) in the PRC in July 2003 and completed the EMBA Program at Cheung Kong Graduate School of Business (長江商學院) in the PRC in September 2015.
Ms. Du is the spouse of Mr. SUN Yiding. Save as disclosed above, Ms. Du does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas.
As at the Latest Practicable Date, Ms. Du held 438,603,000 Shares, representing approximately 50.31% of the issued share capital of the Company, within the meaning of Part XV of the SFO.
Ms. Du as an executive Director has signed a service agreement with the Company for an initial term of three years, with effect from the Listing Date, which may be terminated by not less than three months' notice in writing served by the executive Director or as otherwise set out in the service agreement and is subject to the provisions of retirement and rotation of directors under the Company's Articles and the Listing Rules. Ms. Du received emoluments of approximately RMB1,493,000 million for the year ended December 31, 2025.
¹ Yuehua Limited, Yuehua Investment, Tibet Yuehua, Tianjin Chufa, Tianjin Yihua, Tianjin Yuehua, Yuehua HK and YUE HUA HONG KONG.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTION AT THE AGM
2. Mr. SUN Yiding
Mr. SUN Yiding (孫一丁), aged 58, is our executive Director and President, primarily responsible for the operation and management of our Group. Mr. Sun joined the Group in May 2015. Mr. Sun was appointed as our Director on June 10, 2021, and re-designated as our executive Director on March 3, 2022.
Mr. Sun served as a director and chief executive officer of RISE Education Cayman Ltd, an educational services provider, whose shares are listed on the Nasdaq Global Market (ticker symbol: REDU), from October 2013 to January 2022 and October 2013 to January 2020, respectively. Mr. Sun served as the general manager in GYMBOGLOBAL (CHINA) TRADING CO., LTD (金寶貝(中國)商貿有限公司), from September 2011 to August 2013. Mr. Sun also consecutively served as general manager of Jinan Gome, deputy general manager of headquarter procurement center, general manager of headquarter operation center, vice president and general manager of northern China in Gome Electrical Appliances Co., Ltd (國美電器有限公司) and the executive director in Gome Retail Holdings Limited (國美零售控股有限公司) (formerly known as Gome Electrical Appliances Holding Limited (國美電器控股有限公司)), whose shares are listed on the Stock Exchange (stock code: 0493), from April 1999 to April 2011.
Mr. Sun received a bachelor's degree in engineering from East China University of Science and Technology (上海華東理工大學) (formerly known as East China Institute of Chemical Technology (華東化工學院)) in the PRC in July 1990 and a master's degree in business administration from China Europe International Business School (中歐國際工商學院) in the PRC in October 2013.
Mr. SUN Yiding is the spouse of Ms. DU Hua. Save as disclosed above, Mr. SUN Yiding does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas.
As at the Latest Practicable Date, Mr. SUN Yiding held 438,603,000 Shares, representing approximately $50.31\%$ of the issued share capital of the Company, within the meaning of Part XV of the SFO.
Mr. SUN Yiding as an executive Director has signed a service contract with the Company for a term of three years, with effect from Listing Date, which may be terminated by not less than three months' notice in writing served by the executive Director or as otherwise set out in the service contract and is subject to the provisions of retirement and rotation of Directors under the Articles and the Listing Rules. Mr. Sun Yiding received emoluments of approximately RMB1,313,000 million for the year ended December 31, 2025.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTION AT THE AGM
3. Mr. SUN Le
Mr. SUN Le (孫樂) (with former name as Gao Xiang (高翔)), aged 45, is our executive Director and Vice President. Since joining our Group in November 2009, Mr. SUN Le has been primarily responsible for establishing and maintaining customer relationship and marketing positioning. Mr. SUN Le was appointed as our Director on June 10, 2021, and re-designated as our executive Director on March 3, 2022. Mr. SUN Le joined our Group in November 2009, and he also serves as the vice general manager of Tibet Yuehua and Tianjin Yuehua, being subsidiaries of the Company, from November 2009 to January 2022.
Mr. SUN Le received a diploma majoring in dance from Minzu University of China (中央民族大學) in the PRC in July 1998. Mr. SUN Le obtained the qualification as a performance agent issued by China Association of Performing Arts (中國演出行業協會) in the PRC in August 2017. Mr. SUN Le is the individual member of the 7th council of China Association of Performing Arts and the director of the first council of Artist Agent Alliance of China Association of Performing Arts.
Save as disclosed above, Mr. SUN Le does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas.
As at the Latest Practicable Date, Mr. SUN Le held 3,225,000 Shares, representing approximately 0.37% of the issued share capital of the Company, within the meaning of Part XV of the SFO.
Mr. SUN Le as an executive Director has signed a service agreement with the Company for a term of three years, with effect from the Listing Date, which may be terminated by not less than three months' notice in writing served by the executive Director or as otherwise set out in the service agreement and is subject to the provisions of retirement and rotation of directors under the Company's Articles and the Listing Rules. Mr. Sun Le received emoluments (including share-based payments) of approximately RMB3,366,000 million for the year ended December 31, 2025.
GENERAL
(i) The emoluments of the executive Directors, non-executive Director and independent non-executive Director are determined with reference to the Directors' duties and responsibilities, the individual director's overall performance, the Company's performance, as well as the prevailing market conditions.
(ii) Save for the information set out in this section, there are no other matters that need to be brought to the attention of the Shareholders in respect of re-election of the retiring Directors and there is no other information relating to the above Directors that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The proposed amendments are as follows:
| Provisions of the Existing Articles of Association | Provisions of the Amended Articles of Association |
|---|---|
| Article 1.2 | |
| In the Articles: | Article 1.2 |
| In the Articles: | |
| (a) words importing the singular number include the plural number and vice versa; | (a) words importing the singular number include the plural number and vice versa; |
| (b) words importing the masculine gender include the feminine gender; | (b) words importing the masculine gender include the feminine gender; |
| (c) words importing persons include corporations as well as any other legal or natural person; | (c) words importing persons include corporations as well as any other legal or natural person; |
| (d) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; | (d) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; |
| (e) "shall" shall be construed as imperative and "may" shall be construed as permissive; | (e) "shall" shall be construed as imperative and "may" shall be construed as permissive; |
| (f) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; | (f) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
| (g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; | (g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| (h) the term "and/or" is used to mean both "and" as well as "or". The use of "and/ or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); | (h) the term "and/or" is used to mean both "and" as well as "or". The use of "and/ or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); |
| (i) headings are inserted for reference only and shall be ignored in construing the Articles; | (i) headings are inserted for reference only and shall be ignored in construing the Articles; |
| (j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; | (j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; |
| (k) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; | (k) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; |
| (l) sections 8 and 19(3) of the Electronic Transactions Act shall not apply; | (l) sections 8 and 19(3) of the Electronic Transactions Act shall not apply; |
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Provisions of the Existing Articles of Association | Provisions of the Amended Articles of Association |
|---|---|
| (m) the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; | (m) the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; |
| (n) the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share; | (n) the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share; |
| (o) the term “published in the newspapers” means published as a paid advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules; and | (o) the term “published in the newspapers” means published as a paid advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules; and |
| (p) the term “published on the Exchange’s website” means published in English and Chinese on the Exchange’s website in accordance with the Listing Rules. | (p) the term “published on the Exchange’s website” means published in English and Chinese on the Exchange’s website in accordance with the Listing Rules; |
| (q) reference to a meeting: (a) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 18.3 and Article 18.4, and (b) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; | |
| (r) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise); and | |
| (s) any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Provisions of the Existing Articles of Association | Provisions of the Amended Articles of Association |
|---|---|
| Article 17.2 | |
| All general meetings other than annual general meetings shall be called extraordinary general meetings. | Article 17.2 |
| All general meetings other than annual general meetings shall be called extraordinary general meetings. Notwithstanding any provisions in these Articles, any general meeting or any class meeting may be held physically, as a hybrid meeting (partially physical and partially electronic) or wholly by electronic means using such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting shall constitute presence at such meeting. Unless otherwise determined by the Directors, the manner of convening and the proceedings at a general meeting set out in these Articles shall apply, mutatis mutandis, to hybrid or wholly electronic meetings. In the event of any technical difficulties, disruptions, or procedural issues arising during a hybrid or electronic meeting, including but not limited to connectivity problems, platform malfunctions, or disputes regarding the conduct of the meeting, the chairman of the meeting shall have the authority to make any rulings or decisions necessary to address such issues. Any ruling, determination, or decision made by the chairman of the meeting under the scope of this provision shall be final, conclusive, and binding on the Company and all Members. | |
| Article 18.1 | |
| At least 21 clear days' notice shall be given of any annual general meeting, and at least 14 clear days' notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place, the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and
(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right. | Article 18.1
At least 21 clear days' notice shall be given of any annual general meeting, and at least 14 clear days' notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place (if applicable), the electronic platform or means by which Members may attend and participate (in the case of a hybrid or electronic meeting), the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting. For hybrid or electronic meetings, the Notice shall either include instructions for accessing and participating in the meeting or specify where or how such instructions will be provided to the Members, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and
(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Provisions of the Existing Articles of Association | Provisions of the Amended Articles of Association |
|---|---|
| Article 20.1 | |
| Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting (a) every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have the right to speak; (b) on a show of hands every Member present in any such manner shall have one vote; and (c) on a poll every Member present in any such manner shall have one vote for every Share of which they are the holder. | Article 20.1 |
| Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting (a) every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have the right to speak; (b) on a show of hands every Member present in any such manner shall have one vote; and (c) on a poll every Member present in any such manner shall have one vote for every Share of which they are the holder. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine. | |
| Article 21.2 | |
| The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, under the hand of its duly authorised representative. | Article 21.2 |
| The instrument appointing a proxy shall be in such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by and shall be executed under the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, either under its seal or the hand of signed by an officer, attorney or other person its duly authorised representative to sign the same. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Provisions of the Existing Articles of Association | Provisions of the Amended Articles of Association |
|---|---|
| Article 21.3 | |
| The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. | Article 21.3 |
| (1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information. |
(2) The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place (or, if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified) and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. |
Note: The proposed amendments are prepared in the English language and the Chinese language translation of the proposed amendments is for reference only. In the event of any inconsistencies between the English language version and the Chinese language version of the proposed amendments, the English language version shall prevail.
NOTICE OF ANNUAL GENERAL MEETING
乐华娱乐
YUE HUA
ENTERTAINMENT
YH Entertainment Group
乐华娱乐集团
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2306)
NOTICE OF 2026 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of YH Entertainment Group (the "Company") will be held physically at Room 6006, 6/F, Building One, Yard 28, Chuangyuan Road, Chaoyang District, Beijing, the PRC on Thursday, June 18, 2026 at 3:00 p.m. to transact the following businesses. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated April 28, 2026 (the "Circular"):
ORDINARY RESOLUTIONS
-
To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, the reports of the directors and auditor of the Company for the year ended December 31, 2025.
-
(i) To re-elect Ms. DU Hua as an executive Director.
(ii) To re-elect Mr. SUN Yiding as an executive Director.
(iii) To re-elect Mr. SUN Le as an executive Director.
(iv) To authorize the Board to fix the remuneration of the Directors.
-
To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorize the Board to fix its remuneration.
-
24 -
NOTICE OF ANNUAL GENERAL MEETING
and to consider and, if thought fit, pass the following resolutions as ordinary resolutions:
- “THAT:
(a) subject to paragraph (b) of this resolution, pursuant to the Listing Rules, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares of US$0.0001 each in the share capital of the Company or securities convertible into Shares including any sale or transfer the treasury shares of the Company (if permitted under the Listing Rules), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; or (iii) any adjustment of rights to subscribe for Shares under options and warrants or a special authority granted by the shareholders of the Company; or (iv) the exercise of any subscription rights which may be granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; shall not exceed 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing 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 date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) 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 law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
"Rights Issue" means an offer of Shares or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to the holders of Shares whose names appear on the registers 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 of the Company 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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (and the Company may hold the shares so repurchased in treasury), subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares after the date of passing this resolution), and the said approval shall be limited accordingly; and
(c) 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 of the Company or any applicable law of the Cayman Islands to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
- “THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares or securities convertible into Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares purchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing the resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing this resolution).”
SPECIAL RESOLUTION
To consider and, if thought fit, to pass with or without amendments, the following resolutions as a special resolution:
7. “THAT:
(a) the proposed amendments to the existing third amended and restated articles of association, as set out in the circular of the Company dated April 28, 2026, be and are hereby approved; and that the fourth amended and restated articles of association of the Company, in the form produced to the meeting and signed by the chairman of the meeting for identification purposes, be and are hereby adopted in substitution for and to the exclusion of the existing third amended and restated articles of association of the Company as the articles of association of the Company with immediate effect; and
(b) any one Director or officer of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the aforesaid paragraph (a).”
By order of the Board
YH Entertainment Group
DU Hua
Executive Director, Chairlady of the Board and
Chief Executive Officer
Hong Kong, April 28, 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026 (both days inclusive), during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, June 12, 2026. Shareholders whose names appear on the register of members of the Company on June 15, 2026 are entitled to attend and vote at the AGM.
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A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the annual general meeting and vote in person. In such event, his form of proxy will be deemed to have been revoked.
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In the case of there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority being determined by the order in which names stand in the register of members in respect to the joint holding.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 16, 2026) or any adjournment thereof (as the case may be).
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With respect to resolution numbered 2 of this notice, Ms. DU Hua, Mr. SUN Yiding and Mr. SUN Le shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles. Details of their information which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated April 28, 2026.
As at the date of this notice, the Board comprises Ms. DU Hua, Mr. SUN Yiding and Mr. SUN Le as the executive Directors; Mr. MENG Jun as the non-executive Director; and Mr. FAN Hui, Mr. LU Tao and Mr. HUANG Jiuling as the independent non-executive Directors.
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