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YNBY International Limited Proxy Solicitation & Information Statement 2023

Aug 18, 2023

48886_rns_2023-08-18_5529b934-9840-4f09-b94d-cadf34db7f2c.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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Ban Loong Holdings Limited (the “ Company ”) will be convened and 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. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

SPECIAL RESOLUTIONS

THAT

  1. subject to and conditional upon the entry of “ YNBY International Limited ” as the new English name and the entry of “ 雲白國際有限公司 ” as the new secondary name in Chinese of the Company in the register maintained by the Registrar of Companies in Bermuda and the issue of a certificate of incorporation on change of name and a certificate of secondary name by the Registrar of Companies in Bermuda, the English name of the Company be changed from “ Ban Loong Holdings Limited ” to “ YNBY International Limited ” and the secondary name in Chinese of the Company be changed from “ 萬隆控股集團有限公司 ” to “ 雲白國際有限公司 ” (the “ Proposed Change of Company Name ”) with effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda;

  2. subject to the passing of the above special resolution number 1, the proposed amendments to the existing bye-laws of the Company (the “ Proposed Amendments ”), the details of which are set out in Appendix I to the circular of the Company dated 18 August 2023, be and are hereby approved and with effect from the date on which the Proposed Change of Company Name become effective;

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  1. subject to the passing of the above special resolution number 1, the amended and restated bye-laws the Company (the “ Amended and Restated Bye-laws ”), which contain all the Proposed Amendments and a copy of which has been produced to this meeting and marked “ A ” and initialled by the chairman of the meeting, be and is hereby approved and adopted as the bye-laws of the Company in substitution for, and to the exclusion of, the existing byelaws of the Company with effect from the date on which the Proposed Change of Company Name become effective; and

  2. that any one director of the Company (each a “ Director ”) be and is hereby authorised to execute all such documents (and if such documents are required to be affixed with the common seal, any Director and any joint company secretary of the Company or any two Directors are hereby authorised to sign and to affix the common seal on such documents) and do all such deeds, acts, matters and things as may be required, necessary, appropriate or expedient for the purpose of or in connection with the implementation of or to give effect to the Proposed Change of Company Name, the Proposed Amendments and the adoption of the Amended and Restated Bye-laws and to attend to any necessary registration and/or filing in Bermuda and Hong Kong for and on behalf of the Company in respect of the Proposed Change of Company Name and the Proposed Amendments and the adoption of the Amended and Restated Bye-laws.”

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

Hong Kong, 18 August 2023

Notes:

  • (i) Any shareholder of the Company (“ Shareholder(s) ”) entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a Shareholder.

  • (ii) In the case of joint holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above SGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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  • (iii) In order to be valid, a form of proxy must be completed, signed and returned 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 together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. The completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the SGM (or any adjourned meeting thereof) if they so wish.

  • (iv) For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Thursday, 31 August 2023 to Tuesday, 5 September 2023, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the SGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 30 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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