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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Y. T. Realty Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.*
(Incorporated in Bermuda with limited liability)
(Stock Code: 75) RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the annual general meeting of Y. T. Realty Group Limited to be held at Drawing Room, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 20 May 2016 at 10:45 a.m. is set out on pages 11 to 14 of this circular.
If you do not intend to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjourned meeting, as the case may be, to the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending the meeting or any adjournment of such meeting and voting in person should you so wish.
* For identification purposes only
15 April 2016
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DEFINITIONS 1 LETTER FROM THE BOARD 3 APPENDIX I - PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION 6 APPENDIX II - EXPLANATORY STATEMENT ON REPURCHASE MANDATE 8 NOTICE OF ANNUAL GENERAL MEETING 11In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" the annual general meeting of the Company to be convened at Drawing Room, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 20 May 2016 at 10:45 a.m.
"Board" the board of Directors
"Bye-laws" the bye-laws of the Company
"Company" Y. T. Realty Group Limited
"Director(s)" the director(s) of the Company
"Extension" an extension of the Issue Mandate by such further Shares equal to the number of Shares repurchased pursuant to the Repurchase Mandate set out as Ordinary Resolution No. 4(C) in the Notice of AGM
"Group" the Company and its subsidiaries
"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot and issue Shares set out as Ordinary Resolution No. 4(B) in the Notice of AGM
"Latest Practicable Date" 11 April 2016, being the latest practicable date prior to the
printing of this circular for ascertaining certain information contained in this circular
"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee" the nomination committee of the Company established as a
committee of the Board
"Notice of AGM" the notice convening the AGM set out on pages 11 to 14 of this circular
"Remuneration Committee" the remuneration committee of the Company established as a
committee of the Board
"Repurchase Mandate" a general and unconditional mandate proposed to be granted
to the Directors to exercise all the powers of the Company to repurchase Shares set out as Ordinary Resolution No. 4(A) in the Notice of AGM
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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"Shareholder(s)" holder(s) of Shares
"Share(s)" share(s) of HK$0.10 each in the share capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeover Code" the Hong Kong Code on Takeovers and Mergers
"$" the Hong Kong dollar
"%" per cent
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