Yoho Group Holdings Limited — Proxy Solicitation & Information Statement 2024

Aug 8, 2024

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, a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yoho Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities 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.

Yoho Group Holdings Limited 友和集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2347)

DECLARATION OF FINAL DIVIDEND AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND

RE-APPOINTMENT OF AUDITOR

AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Yoho Group Holdings Limited to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 30 August 2024 at 3:00 pm is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 pm on Wednesday, 28 August 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited ( www.hkexnews.hk ) and the Company ( www.yohohongkong.com ).

References to time and dates in this circular are to Hong Kong time and dates.

8 August 2024

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Declaration of final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . .	5
6.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . .	5
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Details of the Directors Proposed to be
	Re-elected at the Annual General Meeting . . . . . . . . . . .	7
**Appendix **	II – Explanatory Statement on the Repurchase Mandate . . . . .	10
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “AGM” or “Annual General Meeting”

• the annual general meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 30 August 2024 at 3:00 pm, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 18 of this circular, or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company

• “Board” the board of Directors

• “Companies Act”

• the Companies Act (As Revised) of the Cayman Islands

• “Company”

Yoho Group Holdings Limited, an exempted company incorporated in the Cayman Islands on 13 April 2021 with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issuance Mandate”

• a general mandate proposed to be granted to the Directors to allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the AGM

• “Latest Practicable Date”

• 2 August 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Date”

10 June 2022, being the date on which the Shares first becoming listed on the Main Board of the Stock Exchange

– 1 –

DEFINITIONS

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or other modified from time to time

• “PRC” the People’s Republic of China which, for the purpose of this circular, shall exclude Hong Kong, Macau special Administrative Region and Taiwan, unless otherwise specified

• “Remuneration Committee” the remuneration committee of the Board

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to repurchase Shares representing up to 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the AGM

• “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 share(s) of US$0.0001 each in the issued capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time

• “%” per cent

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LETTER FROM THE BOARD

Yoho Group Holdings Limited 友和集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2347)

Executive Directors: Mr. Wu Faat Chi (Chairman and Chief Executive Officer) Ms. Tsui Ka Wing (Chief Operating Officer)

Non-executive Director: Mr. Man Lap Independent Non-executive Directors: Dr. Qian Sam Zhongshan Dr. Leung Shek Ling Olivia Mr. Ho Yun Tat

Registered Office: Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Headquarters and Principal Place of Business in Hong Kong: 9A, Bamboos Centre 52 Hung To Road Kwun Tong, Kowloon Hong Kong

8 August 2024

To the Shareholders

Dear Sir/Madam,

DECLARATION OF FINAL DIVIDEND AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND RE-APPOINTMENT OF AUDITOR AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable

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LETTER FROM THE BOARD

enquiries, confirm that to the best of their knowledge and belief the information contained in this document 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 document misleading.

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on 30 August 2024 including, among other matters, (i) the declaration of final dividend; (ii) the re-election of the retiring Directors; (iii) the re-appointment of auditor; (iv) the grant to the Directors the Issuance Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; and (v) to give the Shareholders notice of the AGM.

2. DECLARATION OF FINAL DIVIDEND

The Board has recommended the payment of a final dividend of HK$0.030 per Share for the year ended 31 March 2024, conditional upon the passing of the resolutions set out in item 2 of the notice of the AGM by the Shareholders at the AGM.

The register of members will be closed from Friday, 6 September 2024 to Wednesday, 11 September 2024 (both dates inclusive), during which periods no transfer of Shares will be registered. The final dividend will be paid to the Shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 11 September 2024 and the final dividend will be paid on or about Friday, 27 September 2024.

In order to qualify for the proposed final dividend (subject to the approval by Shareholders at the AGM), all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited for registration by no later than the aforementioned latest time.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 16.19 of the Articles of Association, Ms. Tsui Ka Wing as an executive Director, Mr. Man Lap as non-executive Director and Dr. Qian Sam Zhongshan as independent non-executive Director shall retire at the AGM. All of the above Directors, being eligible, will offer themselves for re-election at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors.

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LETTER FROM THE BOARD

Details of the Directors proposed for re-election at the AGM are set out in Appendix I to this circular. The re-election of each of the retiring Directors is subject to a separate resolution as set out in the notice of the AGM in this circular.

4. RE-APPOINTMENT OF AUDITOR

Deloitte Touche Tohmatsu will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation by the audit committee of the Company, proposed to re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

5. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 31 August 2023, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares representing up to 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the AGM (i.e. a total of 49,782,200 Shares on the basis that no further Shares are issued or repurchased before the AGM).

An explanatory statement required by the Listing Rules to provide the Shareholders with the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

6. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 31 August 2023, a general mandate was granted to the Directors to allot, issue and deal with additional Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue new Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue and otherwise deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the AGM (i.e. a total of 99,564,400 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

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LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 14 to 18 of this circular at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve (i) the declaration of final dividend; (ii) the re-election of the retiring Directors; (iii) the reappointment of auditors; (iv) the Issuance Mandate to issue Shares; and (v) the Repurchase Mandate to repurchase Shares.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited ( www.hkexnews.hk ) and the Company ( www.yohohongkong.com ). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, 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 at the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:00 pm on Wednesday, 28 August 2024) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

8. RECOMMENDATION

The Board are pleased to recommend the re-election of the retiring Directors at the AGM whose biographical details are set out in Appendix I to this circular. The Board also consider that the proposed resolutions set of in the notice convening the AGM, including without limitation, regarding (i) the declaration of final dividend, (ii) the re-appointment of auditor and (iii) granting of the Repurchase Mandate and the Issuance Mandate are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board Yoho Group Holdings Limited Wu Faat Chi

Chairman and Executive Director

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

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.

Save as disclosed herein, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the following Directors do not (1) hold any other position in the Company or other members of the Group; (2) hold any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (3) have any relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; (4) have any interests in Shares and underlying Shares of the Company and any associated corporation of the Company (within the meaning of Part XV of the SFO); or (5) have any other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

(1) Ms. Tsui Ka Wing

Ms. Tsui Ka Wing (“ Ms. Tsui ”), aged 40, co-founded our Yoho OMO Business in 2013, is an executive Director. Ms. Tsui is responsible for designing and implementing business strategies, overseeing regulatory compliance, and managing the daily operations of our Group. With over 11 years of experience in the Hong Kong e-commerce industry, Ms. Tsui has a diverse background. Prior to joining our Group, she co-founded Usamimi International Limited, an O2O fashion e-commerce business, in 2012 and worked as an audit associate at Deloitte Touche Tohmatsu in 2009. Ms. Tsui holds a Bachelor of Economics and Finance degree from the University of Hong Kong. She is also one of the directors of each of our subsidiaries.

Ms. Tsui is the spouse of Mr. Wu Faat Chi (“ Mr. Wu ”).

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. Tsui was interested in 321,955,708 Shares. Of these Shares, Ms. Tsui was deemed to be interested in 140,938,186 Shares held by The Wings Venture Limited, a company whollyowned and controlled by her. She was also deemed to be interested in 176,017,522 Shares held by her spouse, Mr. Wu and beneficially owned 5,000,000 Shares.

Ms. Tsui has entered into a service agreement with the Company for an initial term of three years commencing from the Listing Date. Her appointment is subject to termination at any time by either party giving to the other not less than three months’ notice in writing, and is subject to retirement by rotation and re-election pursuant to the Articles of Association and the Listing Rules. Ms. Tsui is entitled to a monthly remuneration of HK$12,750 and a monthly salary of HK$69,360 for acting as an executive Director and the Chief Operating Officer of the Group, respectively (excluding any discretionary bonus) which was determined with reference to her duties and responsibilities within the Group and the Group’s performance.

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

APPENDIX I

(2) Mr. Man Lap

Mr. Man Lap (“ Mr. Man ”), aged 50, has been appointed as our Non-executive Director. He was appointed as a Director in May 2021, and was re-designated as a Non-executive Director in June 2021. As confirmed by Mr. Man, he is a Director nominated by Beyond Ventures. Mr. Man is the Co-founder & Managing Partner of Beyond Ventures, a Hong Kong-based venture capital firm founded in 2017. With the slogan “From Hong Kong, For Hong Kong”, Beyond Ventures aims to revitalize and transform the city’s innovation ecosystem by being Hong Kong’s most impactful venture capital firm. He is primarily responsible for identifying potential start-ups and driving the investment decisions. Beyond Ventures portfolio companies include SenseTime (stock code: 20.HK), Smartsens (stock code: 688213.SH), Prenetics (Nasdaq: PRE), YOHO (stock code: 2347.HK), HKTaxi (acquired by Uber in 2021) and many more. Since 2018, Beyond Ventures has been appointed as a Coinvestment Partner of HKSAR Government’s Innovation and Technology Venture Fund (ITVF).

Mr. Man founded DYXnet Group in 1999 and he was the CEO from September 1999 to September 2018. Under Mr. Man’s leadership, the company became the leading corporate virtual private network (VPN) service provider in Greater China and was acquired by 21Vianet Group (Nasdaq: VNET), the largest carrier-neutral Internet and data center service provider in China in 2014. Prior to founding DYXnet Group, Mr. Man was one of the brains behind LinkAGE Online from June 1995 to August 1999, which became the largest corporate Internet service provider in Hong Kong before being acquired by PSINet in 1998.

Mr. Man obtained a degree of Bachelor of Arts from the Chinese University of Hong Kong in December 1997.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Man was beneficially interested in 4,454,160 Shares.

Mr. Man has entered into a letter of appointment with the Company for a term of one year commencing from the Listing Date and entered into a letter of renewal with the Company for a term of one year commencing from 10 June 2023. His term of appointment thereafter shall continue on a month to month basis unless otherwise agreed by the Director and the Company. His appointment is subject to termination at any time by either party giving to the other not less than one month’s notice in writing, and is subject to retirement by rotation and re-election pursuant to the Articles of Association and the Listing Rules. Mr. Man is entitled to a monthly remuneration of HK$12,750 (excluding any discretionary bonus) which was determined with reference to his duties and responsibilities within the Group and the Group’s performance.

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

APPENDIX I

(3) Dr. Qian Sam Zhongshan

Dr. Qian, Sam Zhongshan (“ Dr. Qian ”), aged 60, is our independent non-executive Director and joined our Group in May 2022. Dr. Qian has been the chief executive officer of Star Plus Development Limited since October 2020. Dr. Qian was appointed as the chief executive officer and executive Director of Star Plus Legend Holdings Limited (a company listed on the Stock Exchange with stock code: 6683) in September 2021, where he is responsible for formulating overall business strategy and corporate finance strategy. From March 2000 to March 2004, he was a vice president in Sohu.com Limited, which was formerly known as Sohu.com Inc. (a company listed on the NASDAQ with stock code: SOHU), where he was responsible for overseeing the finance, real estate and automobile channels. From April 2004 to June 2006, Dr. Qian was the president and chief financial officer of China Finance Online Co., Ltd (a company listed on the NASDAQ with stock code: JRJC), where he was responsible for the overall management and financial affairs of the company. From June 2013 to October 2019, he was a responsible officer of ExaByte Capital Management (HK) Limited to carry on Type 9 (Asset Management) regulated activities under the Securities and Futures Ordinance (Ch. 571 of the Laws of Hong Kong) (the “SFO”). Dr. Qian obtained a degree of Doctor of Philosophy from Columbia University in the United States in February 1991 and a degree of bachelor in Physics from the University of Science and Technology of China in the PRC in July 1985.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Dr. Qian was beneficially interested in 560,000 Shares.

Dr. Qian has entered into a letter of appointment with the Company for a term of one year commencing from the Listing Date and entered into a letter of renewal with the Company for a term of one year commencing from 10 June 2023. His term of appointment thereafter shall continue on a month to month basis unless otherwise agreed by the Director and the Company. His appointment is subject to termination at any time by either party giving to the other not less than one month’s notice in writing, and is subject to retirement by rotation and re-election pursuant to the Articles of Association and the Listing Rules. Dr. Qian is entitled to a monthly remuneration of HK$12,750 (excluding any discretionary bonus) which was determined with reference to his duties and responsibilities within the Group and the Group’s performance.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 497,822,000 Shares in issue.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 49,782,200 Shares, representing 10% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM.

2. REASONS FOR SHARE REPURCHASE

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. As such, the Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be. The Directors may not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement other than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend 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.

5. MARKET PRICES OF SHARES

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

Month	Highest	Lowest
	HK$	HK$
2023
September	0.71	0.65
October	0.72	0.67
November	0.70	0.63
December	0.70	0.62
2024
January	0.68	0.62
February	0.68	0.61
March	0.69	0.63
April	0.68	0.62
May	0.85	0.63
June	0.75	0.67
July	0.71	0.61
August (up to the Latest Practicable Date)	0.62	0.59

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate 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 repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of Cayman Islands. Neither this explanatory statement nor the proposed share repurchase has any unusual features.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could 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. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Wu, Ms. Tsui, The Mearas Venture Limited and The Wing Venture Limited (collectively, the “ Controlling Shareholders ”), were beneficially interested in an aggregate of 321,955,708 Shares, representing approximately 64.97% of the issued Shares. In the event that the Directors exercise the proposed Repurchase Mandate in full and assuming that there is no other change in the total number of issued Shares between the Latest Practicable Date and the date of Share repurchase, the aggregate shareholding of the Controlling Shareholders would be increased to approximately 71.86% of the issued Shares. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may give rise to an obligation on the Controlling Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company has repurchased a total of 2,892,000 Shares of the Company on the Stock Exchange and the details are set out below.

		**Price Per **	Share
Date of Buy-back	No. of Shares	Highest	Lowest
		HK$	HK$
6 February 2024	120,000	0.65	0.60Note 1
8 February 2024	150,000	0.66	0.65Note 1
14 February 2024	200,000	0.65	0.65Note 1
15 February 2024	560,000	0.65	0.64Note 1
19 February 2024	200,000	0.66	0.66Note 1
20 February 2024	12,000	0.67	0.67Note 1
22 February 2024	200,000	0.67	0.67Note 1
23 February 2024	12,000	0.66	0.66Note 1
26 February 2024	2,000	0.66	0.66Note 1
27 February 2024	6,000	0.66	0.66Note 1
28 February 2024	4,000	0.66	0.65Note 1
29 February 2024	128,000	0.67	0.66Note 1
1 March 2024	134,000	0.68	0.67Note 1
5 March 2024	30,000	0.66	0.66Note 1
6 March 2024	72,000	0.67	0.67Note 1
7 March 2024	188,000	0.68	0.67Note 1
12 March 2024	52,000	0.67	0.67Note 1
13 March 2024	108,000	0.67	0.67Note 1
8 April 2024	58,000	0.66	0.64Note 2
9 April 2024	80,000	0.66	0.66Note 2
10 April 2024	10,000	0.66	0.66Note 2
11 April 2024	30,000	0.66	0.66Note 2
12 April 2024	148,000	0.65	0.64Note 2
18 April 2024	54,000	0.66	0.65Note 2
19 April 2024	50,000	0.66	0.65Note 2
22 April 2024	138,000	0.66	0.66Note 2
24 April 2024	22,000	0.66	0.65Note 2
9 July 2024	72,000	0.7	0.67Note 2
10 July 2024	52,000	0.7	0.67Note 2

Note 1: These repurchased shares have been cancelled as of the Latest Practicable Date.

Note 2: The Company intends to cancel these repurchased shares and does not intend to hold them as treasure shares.

Save as disclosed above, the Company has not purchased, sold or redeemed any of its Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Yoho Group Holdings Limited 友和集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2347)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Yoho Group Holdings Limited (the “ Company ”) will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 30 August 2024 at 3:00 pm for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and independent auditor of the Company for the year ended 31 March 2024.

2. To declare a final dividend of HK$0.030 per Share for the year ended 31 March 2024.

3. To re-elect the following retiring Directors:

4. (a) Ms. Tsui Ka Wing as an executive Director;

5. (b) Mr. Man Lap as a non-executive Director; and

6. (c) Dr. Qian Sam Zhongshan as an independent non-executive Director.

7. To authorise the Board to fix the respective Directors’ remuneration.

8. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix their remuneration.

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (as amended, supplemented or otherwise modified from time to time) (the “ Listing Rules ”) and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of and

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NOTICE OF ANNUAL GENERAL MEETING

on behalf of the Company to repurchase its Shares on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs in accordance with all applicable laws, rules and regulations;

• (b) the total number of Shares which may be repurchased by the Company during the Relevant Period (as defined below) pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares after the date of passing of this resolution); and

• (c) 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 to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and otherwise deal with additional Shares in the capital of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers of and on behalf of the Company during the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which may require the exercise of such power after the end of the Relevant Period (as defined below);

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

• (ii) the exercise of options under a share option scheme of the Company (including but not limited to the share option scheme adopted by the Company on 20 May 2022) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;

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

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,

shall not exceed 20% of the total number of issued Shares as at the date of passing of this resolution and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, the said approval shall be limited accordingly; 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 to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“ Rights Issue ” means an offer of Shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members 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 may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 6 and 7 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 7 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, issued or otherwise dealt in by the Directors pursuant to such general mandate of the number of Shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such number of Shares shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares after the date of passing of this resolution).”

By Order of the Board Yoho Group Holdings Limited Wu Faat Chi

Chairman and Executive Director

Hong Kong, 8 August 2024

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman 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 Listing Rules. The results of the poll will be published on the websites of Stock Exchange and the Company in accordance with the Listing Rules.

2. Any Shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy, or if a Shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a Shareholder. 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. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.

3. 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 in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 pm on Wednesday, 28 August 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, 27 August 2024 to Friday, 30 August 2024, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 3:00 pm on Monday, 26 August 2024.

5. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Mr. Wu Faat Chi and Ms. Tsui Ka Wing; the non-executive Director is Mr. Man Lap; and the independent non-executive Directors are Dr. Qian Sam Zhongshan, Dr. Leung Shek Ling Olivia and Mr. Ho Yun Tat.

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