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YNBY International Limited Proxy Solicitation & Information Statement 2023

Aug 21, 2023

48886_rns_2023-08-21_3aadd93f-8346-4ed2-bb92-0f1df157ec8b.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 30)

CLARIFICATION ANNOUNCEMENT REVISED PROXY FORM

References are made to the notice of special general meeting of Ban Loong Holdings Limited (the “ Company ”) dated 18 August 2023 (the “ SGM Notice ”) and the form of proxy of the same date (“ Original Proxy Form ”) for the special general meeting of the Company to be held at Room 2709 – 10, 27/F., China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on Tuesday, 5 September 2023 at 10:00 a.m. (the “ SGM ”) and any adjournment thereof.

The Company wishes to clarify that (i) the special resolution numbered 1(b) as set out in the Original Proxy Form refers to the special resolutions numbered 2 to 3 as set out in the SGM Notice and shall be considered separately and approved as separate resolutions at the SGM; and (ii) the numbering of the special resolutions set out in the Original Proxy Form should be revised to be consistent with the resolutions set out in the SGM Notice.

For this reason, the revised form of proxy (the “ Revised Proxy Form ”) for the SGM (or any adjournment thereof) will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company and dispatched to the shareholders of the Company (the “ Shareholders ”) as soon as practicable.

The date, time and address for holding the SGM remain unchanged. For the avoidance of doubt, the special resolution numbered 1(a) as set out in the Original Proxy Form refers to special resolution numbered 1 in the Revised Proxy Form, the special resolution numbered 1(b) as set out in the Original Proxy Form refers to the special resolutions numbered 2 and 3 in the Revised Proxy Form, and the special resolution numbered 1(c) as set out in the Original Proxy Form refers to the special resolution numbered 4 in the Revised Proxy Form.

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Shareholders who have not completed and returned the Original Proxy Form and wish to attend the SGM by proxy are required to complete and return the Revised Proxy Form to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the SGM (or any adjournment thereof). Under such circumstances, they are not required to return the Original Proxy Form.

Shareholders who have completed and duly returned the Original Proxy Form must pay attention to the following:

  • (i) if the Revised Proxy Form is not completed and duly returned, or if the Revised Proxy Form is returned later than 48 hours before the time fixed for holding the SGM (or any adjournment thereof), and the Original Proxy Form has been correctly completed and returned, then the Original Proxy Form will be deemed as the valid proxy form returned by the Shareholder, save and except for the special resolution numbered 1(b), the proxy of the Shareholder will be entitled to vote in accordance with the instructions given by the Shareholder on the said special resolutions numbered 1(a) and 1(c) on the Original Proxy Form. For the avoidance of doubt, if a Shareholder had voted for or against the special resolutions numbered 1(b) as set out in the Original Proxy Form, such vote will be deemed to be invalid and the proxy of such Shareholder will be entitled to vote at his/her/its discretion on the said special resolutions numbered 2 and 3 as set out in the Revised Proxy Form; and

  • (ii) if the Revised Proxy Form is completed and returned not less than 48 hours before the time fixed for holding the SGM (or any adjournment thereof), then the Revised Proxy Form shall supersede and replace the Original Proxy Form previously returned by the Shareholder. The Revised Proxy Form, if correctly completed, will be deemed as the valid proxy form returned by the Shareholder.

Shareholders are reminded that completion and delivery of the Original Proxy Form and/or the Revised Proxy Form will not preclude the Shareholders from attending and voting in person at the SGM (or at any adjournment thereof) should they wish and, in such event, the Original Proxy Form and/or the Revised Proxy Form shall be deemed to be revoked.

By Order of the Board Ban Loong Holdings Limited Tang Ming Executive Director & Chief Executive Officer

Hong Kong, 21 August 2023

As at the date of this announcement, the executive Directors are Mr. Dong Ming (Chairman), Mr. Tang Ming (Chief Executive Officer), and Mr. Liu Zhouyang; the non-executive Directors are Mr. Qian Yinghui and Mr. Huang Bin; and the independent non-executive Directors are Ms. Wong Chui San, Susan, Mr. Leung Ka Kui, Johnny and Mr. Jiang Zhi.

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