THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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 MEETING
A notice convening the annual general meeting of Y. T. Realty Group Limited to be held at Grand Room I & II, Lobby, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 20 May 2019 at 11:15 a.m. is set out on pages 11 to 14 of this circular.
If you do not intend to attend the above meeting or any adjournment thereof, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, 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 and voting in person at the meeting or any adjourned meeting should you so desire and in such event, the proxy appointment will be regarded as revoked.
* For identification purposes only
15 April 2019
CONTENTS | |
Page | |
DEFINITIONS .......................................................... | 1 |
LETTER FROM THE BOARD ............................................. | 3 |
APPENDIX I - PARTICULARS OF RETIRING DIRECTORS SUBJECT TO | |
RE-ELECTION ........................................ | 6 |
8 | |
11 |
APPENDIX II
-
EXPLANATORY STATEMENT ON BUY-BACK MANDATE .....
NOTICE OF ANNUAL GENERAL MEETING .................................
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DEFINITIONS
In 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 Grand Room I & II, Lobby, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 20 May 2019 at 11:15 a.m.
"Audit Committee"
the audit committee of the Company established as a committee of the Board
"Board"
the board of Directors
"Buy-back 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. 5(A) in the Notice of AGM
"Bye-laws"
the bye-laws of the Company
"Company"
Y. T. Realty Group Limited, a company incorporated in Bermuda with limited liability with Shares listed on the Main Board of the Stock Exchange (Stock Code: 75)
"Director(s)"
the director(s) of the Company
"Executive Committee"
the executive committee of the Company established as a committee of the Board
"Extension Mandate"
a general mandate proposed to be granted to the Directors to extend the number of Shares which may be allotted and issued by the Directors under the Issue Mandate by such number of Shares that are repurchased by the Company under the Buy-back Mandate set out as Ordinary Resolution No. 5(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. 5(B) in the Notice of AGM
"Latest Practicable Date"
10 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
DEFINITIONS | |
"Listing Rules" | the rules governing the listing of securities made by 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 | |
"SFO" | Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) | |
"Share(s)" | the ordinary share(s) of HK$0.10 each in the share capital of |
the Company | |
"Shareholder(s)" | holder(s) of Shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeover Code" | the Code on Takeovers and Mergers published by the |
Securities and Futures Commission of Hong Kong | |
"$" | the Hong Kong dollar |
"%" | per cent |
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LETTER FROM THE BOARD
*
(Incorporated in Bermuda with limited liability)
(Stock Code: 75)
Executive Director CHEUNG Chung Kiu
(Chairman and Managing Director)
YUEN Wing Shing
TUNG Wai Lan, Iris
Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Independent Non-executive Director NG Kwok Fu
Principal place of business in Hong Kong 25th Floor, China Resources Building
LUK Yu King, James LEUNG Yu Ming, Steven
26 Harbour Road
Wanchai
Hong Kong
15 April 2019
To Shareholders
Dear Sir or Madam,
RE-ELECTION OF RETIRING DIRECTORS
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you the Notice of AGM and information regarding the following proposals to be put forward for Shareholders' approval in the AGM: (i) the re-election of retiring Directors; and (ii) the grant of the Buy-back Mandate, the Issue Mandate and the Extension Mandate.
2. RE-ELECTION OF RETIRING DIRECTORS
Mr. Cheung Chung Kiu and Mr. Yuen Wing Shing retire from office by rotation at the AGM in accordance with Bye-law 87 of the Bye-laws and being eligible, offer themselves for re-election.
* For identification purposes only