Ying Kee Tea House Group Limited — Proxy Solicitation & Information Statement 2021

Jun 30, 2021

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 your 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 Ying Kee Tea House Group Limited, you should at once hand this circular together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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YING KEE TEA HOUSE GROUP LIMITED 英 記 茶莊 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 8241)

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; GENERAL MANDATE TO GRANT OPTIONS; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the Annual General Meeting to be held at 8/ F., Wah Shing Centre, 5 Fung Yip Street, Siu Sai Wan, Hong Kong on Friday, 27 August 2021 at 11:00 a.m. (or any adjourned meeting thereof) is set out on pages 17 to 21 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the GEM website at www.hkgem.com and the Company’s website at www.yingkeetea.com.

Whether or not you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event by 11:00 a.m. on Wednesday, 25 August 2021 or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned thereof should you so wish.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of publication and on the Company’s website at www.yingkeetea.com.

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

Considering the outbreak of the COVID-19, certain measures will be implemented at the Annual General Meeting with a view to addressing the risk to attendees of infection, including, without limitation: (i) all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the Annual General Meeting venue; (ii) attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the Annual General Meeting venue; (iii) all attendees being required to wear surgical masks throughout the Annual General Meeting; (iv) appropriate seating arrangement; and (v) no refreshment will be served, and there will be no corporate gift. The Company reminds attendees that they should carefully consider the risks of attending the Annual General Meeting, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the Annual General Meeting as their proxy and submit their form of proxy as early as possible. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

29 June 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

Characteristics of GEM . . . . . . . . . . . . . . . . . .	Characteristics of GEM . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Share Issue Mandate and Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
3.	Explanatory Statement . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General Mandate to Grant Options	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Proposed re-election of Directors . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting and Proxy	Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Voting by Poll at General Meetings	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Closure of Register of Members . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	General . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
11.	Responsibility Statement . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
12.	Miscellaneous . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	I — Details of the Directors proposed to be re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9
Appendix	II — Explanatory Statement on	the Share Buy-back Mandate . . . . . . . . . . . . .	14
Notice of	Annual General Meeting . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expressions shall have the following meanings:

• ‘‘Annual General Meeting’’

the annual general meeting of the Company to be held at 8/F., Wah Shing Centre, 5 Fung Yip Street, Siu Sai Wan, Hong Kong on Friday, 27 August 2021 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting as set out on pages 17 to 21 of this circular, or any adjournment thereof

• ‘‘Articles of Association’’

• the articles of association of the Company as amended, supplemented or modified from time to time

• ‘‘Board’’

the board of Directors

• ‘‘close associate(s)’’

has the same meaning as defined in the GEM Listing Rules

• ‘‘Companies Ordinance’’

• the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time

• ‘‘Company’’

• Ying Kee Tea House Group Limited (英記茶莊集團有限公司), incorporated in Hong Kong with limited liability, and the issued Shares of which are listed on GEM (stock code: 8241)

• ‘‘core connected person’’ has the same meaning as defined in the GEM Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘GEM’’

GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM, as amended, supplemented or modified from time to time

• ‘‘Group’’

the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency in Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 23 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• ‘‘Listing Date’’

• 16 April 2018, being the date of listing of the Shares on the Stock Exchange

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DEFINITIONS

• ‘‘Option Mandate’’

• a general mandate to grant share options under the Share Option Scheme which shall not exceed 10% of the Shares in issue as at the date of approval of the mandate by the Shareholders

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

• ‘‘Share(s)’’ the ordinary share(s) of no par value in the issued share capital of the Company

• ‘‘Share Buy-back Mandate’’ the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to buy-back Shares of no more than 10% of the aggregate number of Shares in issue as at the date of the passing of the relevant resolution granting such mandate by the Shareholders

• ‘‘Share Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise all the power to allot, issue and deal with new Shares not exceeding 20% of the aggregate number of Shares in issue as at the date of the passing of the relevant resolution granting such mandate by the Shareholders

• ‘‘Share Option(s)’’ the option(s) to subscribe for Share(s) under the Share Option Scheme

• ‘‘Share Option Scheme’’ the share option scheme of the Company adopted on 14 March 2018

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

• the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended or supplemented from time to time

• ‘‘%’’

• per cent

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LETTER FROM THE BOARD

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Ying Kee Tea House Group Limited 英 記 茶莊 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 8241)

Executive Directors:

Mr. Chan Kwong Yuen (Chairman)

Mr. Chan Kun Yuen (Chief Executive Officer)

Mr. Chan Shu Yuen

Registered Office:

8/F., Wah Shing Centre 5 Fung Yip Street Siu Sai Wan Hong Kong

Independent Non-executive Directors:

Mr. Siu Chi Ming

Mr. Lee Wai Ho

Mr. Wong Chee Chung

29 June 2021

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; GENERAL MANDATE TO GRANT OPTIONS; AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed matters which include, inter alia, (i) the proposed grant of the Share Issue Mandate and the Share Buy-back Mandate; (ii) the proposed grant of the general mandate to grant options under the Share Option Scheme; and (iii) the proposed re-election of Directors, and to send you the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE AND SHARE BUY-BACK MANDATE

At the annual general meeting of the Company held on 18 September 2020 (the ‘‘2020 AGM’’), the Directors were granted by the then Shareholders:

• (i) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares in issue as at the date of the 2020 AGM;

• (ii) a general and unconditional mandate to buy back Shares not exceeding 10% of the aggregate number of Shares in issue as at the date of the 2020 AGM; and

• (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares bought back by the Company pursuant to the mandate to buy back Shares referred to (ii) above.

The above general mandates will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek the Shareholders’ approval by way of ordinary resolutions to be proposed at the Annual General Meeting to approve the Share Issue Mandate and the Share Buyback Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or buy back any Shares pursuant thereto. Please refer to resolutions number 5(A) to 5(C) set out in the notice of Annual General Meeting on pages 17 to 19 of this circular for details of the proposed Share Issue Mandate and Share Buy-back Mandate.

As at the Latest Practicable Date, the number of issued Shares was 361,250,000 Shares, assuming no further Shares are to be issued or bought back prior to the Annual General Meeting, the Share Issue Mandate will grant to the Directors an authority to issue up to 72,250,000 Shares.

3. EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Share Buy-back Mandate is set out in the Appendix II to this circular. The explanatory statement is to provide the Shareholders with information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Share Buy-back Mandate at the Annual General Meeting.

4. GENERAL MANDATE TO GRANT OPTIONS

The Company is a company incorporated in Hong Kong. Under section 141 of the Companies Ordinance, directors of a company shall not, without shareholders’ prior approval in general meeting or such approval expires at the conclusion of the next annual general meeting after the approval was given, allot new shares or grant rights to subscribe for, or to convert any security into shares in the company. The Shareholders’ approval given at the 2020 AGM will expire at the conclusion of the Annual General Meeting and therefore the Directors propose to seek the approval of the Shareholders at the Annual General Meeting to grant the Option Mandate to the Directors.

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LETTER FROM THE BOARD

At the 2020 AGM, the Shareholders approved, among others, the grant of a general mandate to the Directors to grant Share Options under the Share Option Scheme to subscribe up to 36,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the passing of the resolution. The Company granted an aggregate of 32,300,000 Share Options to subscribe for a total of 32,300,000 Shares to certain participants entitled under the Share Option Scheme on 9 September 2019. Assuming that the Option Mandate is approved at the Annual General Meeting, the Directors will be authorised to grant options to subscribe for up to a maximum of 3,700,000 Shares.

5. PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of three executive Directors, namely Mr. Chan Kwong Yuen, Mr. Chan Kun Yuen and Mr. Chan Shu Yuen; and three independent nonexecutive Directors, namely Mr. Wong Chee Chung (‘‘Mr. Wong’’), Mr. Siu Chi Ming and Mr. Lee Wai Ho.

In accordance with Article 119(b) of the Articles of Association and pursuant to Code Provision A.4.2 of Appendix 15 of the GEM Listing Rules (Corporate Governance Code and Corporate Governance Report), any Director so elected by the Company shall be elected for a term of not more than approximately 3 years expiring at the conclusion of the annual general meeting of the Company held in the third year following the year of his appointment. Accordingly, Mr. Chan Kwong Yuen, Mr. Chan Kun Yuen and Mr. Chan Shu Yuen will retire and offer themselves for reelection at the Annual General Meeting.

In accordance with Article 120(a) of the Articles of Association, at each annual general meeting, one-third of the Directors (excluding those Director(s) who holds the position as an executive Director and not subject to the rotation requirement under Article 120(e) of the Articles of Association) or, if their number is not three or a multiple of three, the number which is nearest to and is at least one-third, shall retire from office by rotation. A retiring Director shall be eligible for re-election. Accordingly, Mr. Wong shall retire from the office of Director by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting.

Brief biographical and other details of Mr. Chan Kwong Yuen, Mr. Chan Kun Yuen, Mr. Chan Shu Yuen and Mr. Wong, which are required to be disclosed under the GEM Listing Rules, are set out in Appendix I to this circular.

The Board and the nomination committee of the Company (the ‘‘Nomination Committee’’) have recommended the re-election of Mr. Chan Kwong Yuen, Mr. Chan Kun Yuen and Mr. Chan Shu Yuen as executive Directors at the Annual General Meeting.

The Nomination Committee has reviewed the biographical information of Mr. Wong, and that the re-election of Mr. Wong as an independent non-executive Director would be in the best interests of the Company and the Shareholders as a whole by taking into accounts that Mr. Wong has extensive experiences in the accounting and company secretarial sectors, his working profile and other experience and factors as set out in Appendix I to this circular. In particular, the Nomination

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LETTER FROM THE BOARD

Committee has assessed the following nomination criteria applicable to Mr. Wong as an independent non-executive Director, namely (a) his willingness and ability to make sufficient time commitment to the affairs of the Company in order to effectively perform the duties of a Director, including attendance at and active participation in Board and Board committee meetings, and the other responsibilities (such as other directorships held in public companies the securities of which are listed any securities market in Hong Kong or overseas and other major appointments, if any) and the effort and time that may be required in fulfilling such role; (b) accomplishments of Mr. Wong in his field, his professional and personal reputation; and (c) his ability to meet the independence criteria for a director established in the GEM Listing Rules.

Mr. Wong’s depth of knowledge and experience can support his roles and he has actively participated in the Company’s board meetings and board committee meetings, and made valuable contributions to the Company. The Nomination Committee is satisfied that Mr. Wong has the required character, integrity and experience to continuously fulfill his role as an independent nonexecutive Director effectively.

The Nomination Committee has also assessed the independence of Mr. Wong based on reviewing his annual written confirmation of independence to the Company pursuant to Rule 5.09 of the GEM Listing Rules and confirmed that he remains independent.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that Mr. Wong stand for re-election as an independent non-executive Director at the Annual General Meeting.

Pursuant to the Article 120(d) of the Articles of Association, no person, other than a Director retiring at the meeting shall be eligible for election as a Director at any general meeting unless: he is recommended by the Directors for election; or a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been given to the Company provided that the minimum length of the period, during which such notices are given, shall be at least seven (7) days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgement of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the Annual General Meeting, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the registered office of the Company on or before 4:00 p.m. on Thursday, 19 August 2021.

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LETTER FROM THE BOARD

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the Annual General Meeting is received after the publication of the notice of the Annual General Meeting, the Company will publish an announcement to inform the Shareholders of the biographical details of the additional candidate proposed.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the GEM website at www.hkgem.com and the Company’s website at www.yingkeetea.com. Whether or not you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event by 11:00 a.m. on Wednesday, 25 August 2021 or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned thereof should you so wish.

7. VOTING BY POLL AT GENERAL MEETINGS

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, pursuant to Rule 17.47(4) of the GEM Listing Rules and Article 77 of the Articles of Association, each resolution set out in the notice to the Annual General Meeting which is put to vote at the Annual General Meeting shall be voted by poll. The Company will appoint scrutineers to handle vote-taking procedures at the Annual General Meeting. The results of the poll will be published on the GEM website at www.hkgem.com and the Company’s website at www.yingkeetea.com as soon as possible after the conclusion of the Annual General Meeting but in any event at least 30 minutes before the earlier of either the commencement of the morning trading session or any pre-opening session on the business day after the Annual General Meeting.

8. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Monday, 23 August 2021 to Friday, 27 August 2021, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares

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LETTER FROM THE BOARD

accompanied by the relevant share certificate(s) must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 August 2021.

9. RECOMMENDATION

The Directors consider that (i) the proposed grant of the Share Issue Mandate and the Share Buy-back Mandate; (ii) the proposed grant of the general mandate to grant options under the Share Option Scheme; and (iii) the proposed re-election of Directors, in each case as described in this circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

10. GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

11. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information relating to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

12. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board Ying Kee Tea House Group Limited Chan Kwong Yuen Chairman

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Pursuant to the GEM Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

EXECUTIVE DIRECTORS

Mr. Chan Kwong Yuen, aged 64, became an executive Director in October 2017. Mr. Chan Kwong Yuen is also the Chairman, a member of the Remuneration Committee and the Nomination Committee and one of the controlling shareholders of the Company. He also holds directorships in all subsidiaries of the Company. Mr. Chan Kwong Yuen is responsible for overseeing the finance and investment aspects of the Group, and formulating the Group’s strategy and evaluating and negotiation leasing terms and conditions with landlords. Mr. Chan Kwong Yuen is the brother of Mr. Chan Shu Yuen and cousin of Mr. Chan Kun Yuen. He is also a director of Profit Ocean Enterprises Limited and Coastal Lion Limited, both companies have disclosable interests in the shares of the Company under the provisions in Divisions 2 and 3 of Part XV of the SFO.

Mr. Chan Kwong Yuen has over 25 years of experience in the tea retail industry in Hong Kong. He first joined Ying Kee Tea Company Limited, subsidiary of the Company, in January 1993 as financial manager, responsible for overseeing the finance and investment aspects, and has became a director of Ying Kee Tea Company Limited since September 2010. Prior to that, Mr. Chan Kwong Yuen served as the General Manager of the Enamelware Division of Universal Steels Limited in Nigeria from January 1983 to December 1992. Mr. Chan Kwong Yuen received a Bachelor of Commerce with Honours from the University of British Columbia, Canada, in May 1999.

Mr. Chan Kwong Yuen has entered into a service contract with the Company for a fixed term of three years commencing from the Listing Date, renewable automatically for successive terms of one year each upon expiration of the initial term, which can be terminated before the expiration of the term by not less than three months’ written notice served by either party on the other.

Pursuant to the service contract, Mr. Chan Kwong Yuen is entitled to a fixed Director’s fee of HK$200,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee. He is subject to re-election for a term of not more than approximately 3 years expiring at the conclusion of the annual general meeting of the Company held in the third year following his appointment at the Annual General Meeting pursuant to the Articles of Association.

As at the Latest Practicable Date, Mr. Chan Kwong Yuen held Share Options entitling to subscribe 3,200,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan Kwong Yuen did not (i) hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

shareholders or controlling shareholders (as respectively defined in the GEM Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Chan Kwong Yuen.

Mr. Chan Kun Yuen, aged 61, became an executive Director in October 2017. He is the CEO, a member of the Remuneration Committee and the Nomination Committee and one of the controlling shareholders. He also holds directorships in all subsidiaries of the Company. Mr. Chan Kun Yuen is responsible for overseeing the Group’s business development, marketing, and corporate strategy formulation and execution. Mr. Chan Kun Yuen is the cousin of both Mr. Chan Kwong Yuen and Mr. Chan Shu Yuen. He is also a director of Profit Ocean Enterprises Limited and Wealth City Global Limited, both companies have disclosable interests in the shares of the Company under the provisions in Divisions 2 and 3 of Part XV of the SFO.

Mr. Chan Kun Yuen has over 18 years of experience in the tea retail industry in Hong Kong. He formally joined Ying Kee Tea Company Limited, a subsidiary of the Company, in October 2000 as general manager working full-time, responsible for business development, marketing, and corporate strategy formulation and execution, and has become a director of Ying Kee Tea Company Limited since September 2010. Prior to that, Mr. Chan Kun Yuen served as a clerk with the shipping department of The East Asiatic Company Limited from September 1981 to June 1982. He also served as a clerk in the export department of Gibb, Livingston & Co. in June 1982 and was transferred to Gilman & Co., Ltd. in January 1983 and served until August 1986. From September 1986 to September 2000, Mr. Chan Kun Yuen was working part-time for Ying Kee Tea Company Limited as a marketing associate, responsible for formulating marketing proposals and strategies for Ying Kee Tea Company Limited. Mr. Chan Kun Yuen completed a one-year business course in office studies at Rosaryhill School in July 1981 after graduating from Hong Kong Chan Wai Chow Memorial College in November 1980.

Mr. Chan Kun Yuen has entered into a service contract with the Company for a fixed term of three years commencing from the Listing Date, renewable automatically for successive terms of one year each upon expiration of the initial term, which can be terminated before the expiration of the term by not less than three months’ written notice served by either party on the other.

Pursuant to the service contract, Mr. Chan Kun Yun is entitled to a fixed Director’s fee of HK$200,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee. He is subject to re-election for a term of not more than approximately 3 years expiring at the conclusion of the annual general meeting of the Company held in the third year following his appointment at the Annual General Meeting pursuant to the Articles of Association.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

As at the Latest Practicable Date, Mr. Chan Kun Yuen held Share Options entitling to subscribe 3,200,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan Kun Yuen did not (i) hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in the GEM Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Chan Kun Yuen.

Mr. Chan Shu Yuen, aged 60, became an executive Director in October 2017. He is one of the controlling shareholders. He also holds directorships in all subsidiaries of the Company. Mr. Chan Shu Yuen is responsible for finding, selecting and negotiating with potential suppliers and also building and maintaining relationships with them, overseeing the technical aspects of processing, monitoring quality control of final products in the warehouse, and resolving electrical and mechanical problems in processing. Mr. Chan Shu Yuen is the brother of Mr. Chan Kwong Yuen and cousin of Mr. Chan Kun Yuen. He is also a director of Profit Ocean Enterprises Limited and Sky King Global Limited, both companies have disclosable interests in the shares of the Company under the provisions in Divisions 2 and 3 of Part XV of the SFO.

Mr. Chan Shu Yuen formally joined Ying Kee Tea Company Limited, a subsidiary of the Company, in September 1990 as a full-time marketing manager, responsible for building and managing business relationship with business partners and overseeing the technical aspects of the business, and has became a director of Ying Kee Tea Company Limited since September 2010. From August 1979 to August 1990, Mr. Chan Shu Yuen was working part-time for Ying Kee Tea Company Limited as a purchaser, responsible for exploring new suppliers, purchasing and maintaining relationship with the suppliers. Mr. Chan Shu Yuen attended a one-year course in electrical craft at the Morrison Hill Technical Institute of the Hong Kong Education Department in July 1979 and received a certificate for a three-year part-time evening craft course for motor vehicle mechanics from Lee Wai Lee Technical Institute awarded by Vocational Training Council in June 1988.

Mr. Chan Shu Yuen has entered into a service contract with the Company for a fixed term of three years commencing from the Listing Date, renewable automatically for successive terms of one year each upon expiration of the initial term, which can be terminated before the expiration of the term by not less than three months’ written notice served by either party on the other.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Pursuant to the service contract, Mr. Chan Shu Yun is entitled to a fixed Director’s fee of HK$200,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee. He is subject to re-election for a term of not more than approximately 3 years expiring at the conclusion of the annual general meeting of the Company held in the third year following his appointment at the Annual General Meeting pursuant to the Articles of Association.

As at the Latest Practicable Date, Mr. Chan Shu Yuen held Share Options entitling to subscribe 3,200,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan Shu Yuen did not (i) hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in the GEM Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Chan Shu Yuen.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Wong Chee Chung (‘‘Mr. Wong’’), aged 45, joined the Board as an independent nonexecutive Director in March 2018. He is also the chairman of the Remuneration Committee and a member of the audit committee of the Company and the Nomination Committee. Mr. Wong is primarily responsible for providing independent advice to the Board.

Mr. Wong had been working in PricewaterhouseCoopers (now known as PwC) in its Hong Kong office for about nine years and in its London office for about two years. He is currently serving as an executive director at each of Agenda Corp Limited which engaged in the business of providing corporate services and Double U Limited which engaged in the business of providing corporate services such as accounting and other related services. He is also an audit director at a CPA firm called Willy Wong & Co.

Mr. Wong received a Bachelor of Business Administration in Accounting and Finance from the University of Hong Kong in December 1998 and a Master of Science in Financial Analysis from the Hong Kong University of Science and Technology in June 2015. He has been a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, since July 2014 and October 2009, respectively.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Wong has entered into an appointment letter with the Company for a term of two years commencing from the Listing Date, renewable automatically for successive terms of one year each upon expiration of the initial term, which can be terminated by not less than two months’ written notice served by either party on the other. Pursuant to the appointment letter, Mr. Wong is entitled to a fixed Director’s fee of HK$120,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee. He is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.

As at the Latest Practicable Date, Mr. Wong held Share Options entitling to subscribe 200,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wong did not (i) hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in the GEM Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Wong.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

The following is the explanatory statement required by the GEM Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate. It also constitutes the memorandum required under section 239 of the Companies Ordinance.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 361,250,000 Shares.

If the ordinary resolution authorizing the Share Buy-back Mandate is passed at the Annual General Meeting, and assuming that no further Shares are issued or bought back prior to the Annual General Meeting, up to 36,125,000 Shares, representing 10% of the entire issued share capital of the Company as at the date of passing the resolution at the Annual General Meeting, may be bought back by the Company.

2. REASONS FOR SHARE BUY BACK

The Directors believe that it is in the Company’s and the Shareholders’ best interests for the Directors to have general authority from the Shareholders to enable the Company to buy back Shares in the market. Such buy back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY BACK

Buy back pursuant to the Share Buy-back Mandate would be funded out of the available cash and/or working capital of the Company. The funds employed by the Company in connection with a buy back of Shares would be those legally available for such purpose under the Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the amount of capital employed in connection with a share buy back may only be paid from the distributable profits of the Company and/or proceeds of a new issue of Shares, made for the purpose of buy back to such an extent allowable under the Companies Ordinance.

4. IMPACT OF BUY BACK

If the Share Buy-back Mandate were exercised in full, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 March 2021). However, the Directors do not propose to exercise the Share Buy-back Mandate to such extent as

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARES PRICES

The highest and lowest prices per Share at which Shares were traded on the Stock Exchange in each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Trading price per Share	Trading price per Share
Month	Highest	Lowest
	HK$	HK$
2020
June	0.138	0.105
July	0.169	0.119
August	0.199	0.138
September	0.196	0.153
October	0.188	0.179
November	0.194	0.170
December	0.190	0.161
2021
January	0.187	0.150
February	0.600	0.157
March	0.210	0.155
April	0.320	0.208
May	0.265	0.216
June (up to and including the Latest Practicable Date)	0.265	0.200

6. DIRECTORS DEALINGS AND CORE CONNECTED PERSON

None of the Directors nor, to the best of their knowledge and belief, having made all reasonable enquiries, their close associates, have any present intention to sell to the Company any Shares under the Share Buy-back Mandate if such Share Buy-back Mandate is approved by the Shareholders.

No core connected person of the Company has notified the Company that he/she has a present intention to sell Shares to the Company or have undertaken not to do so, in the event that the Share Buy-back Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the GEM Listing Rules and all applicable laws in Hong Kong.

8. TAKEOVERS CODE CONSEQUENCES AND MINIMUM PUBLIC HOLDING

If, on the exercise of the power to buy back Shares pursuant to the Share Buy-back 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. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could, depending on the level of increase in the Shareholder’s interest, obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, each of Coastal Lion Limited, Wealth City Global Limited, Sky King Global Limited, Tri-Luck Investments Limited, Mr. Chan Kwong Yuen, Mr. Chan Kun Yuen, Mr. Chan Shu Yuen and Mr. Chan Tat Yuen held through Profit Ocean Enterprises Limited, is deemed or taken to be interested in 270,000,000 Shares, representing 74.74% of the issued share capital of the Company. In the event that the Share Buy-back Mandate is exercised in full, the shareholding interest of Profit Ocean Enterprises Limited would be increased to approximately 83.04% of the issued share capital of the Company. Such increase would not give rise to any general offer obligation under the Takeovers Code as the existing shareholding of Profit Ocean Enterprises Limited already exceeds 50% of the issued share capital of the Company. Nevertheless, the Directors have no present intention to exercise the Share Buy-back Mandate and will not effect share buy-back to such an extent which will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25% as required by the GEM Listing Rules. As at the Latest Practicable Date, the Directors are not aware of any consequence which the exercise in full of the Share Buy-back Mandate would have under the Takeovers Code.

9. SHARE BUY BACK MADE BY THE COMPANY

No buy back of Shares has been made by the Company during the previous six months up to the Latest Practicable Date (whether on the GEM or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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Ying Kee Tea House Group Limited 英 記 茶莊 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 8241)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ‘‘Annual General Meeting’’) of Ying Kee Tea House Group Limited (the ‘‘Company’’) will be held at 8/F., Wah Shing Centre, 5 Fung Yip Street, Siu Sai Wan, Hong Kong on Friday, 27 August 2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the report of the directors and the independent auditor’s report for the year ended 31 March 2021.

2. (A) To re-elect Mr. Chan Kwong Yuen as an executive director of the Company.

3. (B) To re-elect Mr. Chan Kun Yuen as an executive director of the Company.

4. (C) To re-elect Mr. Chan Shu Yuen as an executive director of the Company.

5. (D) To re-elect Mr. Wong Chee Chung as an independent non-executive director of the Company.

6. To authorise the board of directors of the Company to fix the remuneration of the directors.

7. To re-appoint Grant Thornton Hong Kong Limited as the auditor of the Company and to authorise the directors of the Company to fix the remuneration of the auditor.

8. As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the shareholders of the Company:

9. (A) ‘‘THAT:

   • (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company (the ‘‘Share(s)’’) and to make or grant offers, agreements and options which might require the exercise of such powers;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period 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 by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

• (ii) the exercise of any options under all share option schemes of the Company adopted from time to time;

• (iii) any scrip dividend scheme or similar arrangement providing 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; and

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed 20% of the aggregate number of Shares in issue at the date of passing this resolution; and

• (d) for the purposes 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 laws; and

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

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the directors of the Company to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (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

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NOTICE OF ANNUAL GENERAL MEETING

restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange outside Hong Kong).’’

(B) ‘‘THAT:

  - (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period all the powers of the Company to buy back its Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the ‘‘GEM Listing Rules’’) or of any other stock exchange on which the securities of the Company may be listed as amended from time to time;

  - (b) the aggregate number of Shares which may be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the aggregate number of Shares in issue at the date of passing of this resolution.’’ and

• (C) ‘‘THAT subject to the passing of the resolutions set out in items 5(A) and 5(B) in the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 5(A) of the Notice be and is hereby extended by the addition to the aggregate number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the amount representing the aggregate number of Shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5(B) of the Notice, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue at the date of passing of this resolution.’’

• As special business, to consider and, if thought fit, to pass with or without amendments, the following resolution as ordinary resolution of the shareholders of the Company:

‘‘THAT:

• (a) subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the GEM Listing Rules and the terms and conditions of the share option scheme adopted by the shareholders of the Company on 14 March 2018 (the ‘‘Share Option Scheme’’), a mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period all the powers of the Company to grant options to subscribe for Shares and/or to make or grant offers of options under the Share Option Scheme that would or might require Shares to be

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NOTICE OF ANNUAL GENERAL MEETING

allotted and/or options to be granted under the Share Option Scheme provided that the total number of Shares allotted or to be allotted or agreed conditionally or unconditionally to be allotted upon the exercise of all options granted or to be granted under the Share Option Scheme shall not exceed 10% of the total number of Shares in issue immediately following the completion of the Share Offer (as defined in the prospectus of the Company dated 23 March 2018) or any refreshment thereafter, subject to adjustment in the case of subdivision or consolidation of Shares; and

• (b) the approval in paragraph (a) of this ordinary resolution shall authorise the directors of the Company during the Relevant Period to grant options and/or make offers of options under the Share Option Scheme which would or might require Shares to be allotted and/or options to be granted the Share Option Scheme after the end of the Relevant Period.’’

By order of the Board Ying Kee Tea House Group Limited Chan Kwong Yuen Chairman

Hong Kong, 29 June 2021

Registered Office:

8/F., Wah Shing Centre

5 Fung Yip Street Siu Sai Wan Hong Kong

Notes:

1. All resolutions at the Annual General Meeting will be taken by poll (except where the chairman of the meeting decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the GEM Listing Rules. The results of the poll will be published on the GEM website at www.hkgem.com and the Company’s website at www.yingkeetea.com in accordance with the GEM Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the shareholder to speak at the meeting. A proxy need not be a shareholder of the Company. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

3. A form of proxy for use at the Annual General Meeting is enclosed. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 11:00 a.m. on Wednesday, 25 August 2021) before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof should he so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint holders of any Shares, any one of such joint holder may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the Annual General Meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the joint holding.

3. For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Monday, 23 August 2021 to Friday, 27 August 2021, both dates inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 August 2021.

4. If typhoon signal no. 8 or above or ‘‘extreme conditions’’ caused by super typhoons, or a ‘‘black’’ rainstorm warning is hoisted or remains hoisted at 7:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the GEM website at www.hkgem.com and the Company’s website at www.yingkeetea.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

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