Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

BEIJING JINGKELONG COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 814)

NOTICE OF DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN THAT a domestic shares (the "Domestic Shares") class meeting (the "Domestic Shares Class Meeting") of 北京京客隆商業集團股份有限公司 (Beijing Jingkelong Company Limited*) (the "Company") will be held at 4th Floor, Block No. 45, Xinyuan Street, Chaoyang District, Beijing, the People's Republic of China (the "PRC") at 11:00 a.m. on Friday, 21 May 2021 (or as soon as the 2020 Annual General Meeting and the H share Class Meeting of the Company shall have been concluded or adjourned) for the purpose of considering and, if thought fit, approving the following special resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 21 April 2021.

AS SPECIAL RESOLUTION

"THAT

To authorize the Board to repurchase H Shares of the Company subject to the following conditions:

  1. subject to paragraphs (2), (3) and (4) below, during the Relevant Period (as defined in paragraph
    1. below), the Board may exercise all the powers of the Company to repurchase H Shares in issue on the Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or of any other governmental or regulatory body be and is approved;
  2. The authorization in respect of the repurchase of H Shares to the Board includes but not limited to:
    1. formulate and implement specific repurchase proposal, including but not limited to the repurchase price and repurchase amount, and decide the timing of repurchase and time limit;
  • For identification purpose only

- 15 -

    1. notify the creditor(s) of the Company and publish announcement(s) in accordance with the Company Law of the PRC and the Articles of Association of the Company;
    2. open offshore securities account and attend relevant registration procedures for foreign exchange;
    3. implement the relevant approval procedures pursuant to the requirements of the regulatory authorities;
    4. attend the cancellation matters in respect of the repurchased H Shares, reduce the registered capital, amend the Articles of Association of the Company in relation to the total share capital amount and shareholding structure, and attend the relevant required domestic and overseas registration and reporting procedures; and
    5. execute and handle all other relevant documents and matters in relation to the share repurchase;
  1. the aggregate nominal value of H Shares authorized to be repurchased pursuant to the approval in paragraph (1) above during the Relevant Period shall not exceed 10 per cent of the aggregate nominal value of H Shares in issue as at the date of the passing of this special resolution;
  2. the approval in paragraph (1) above shall be conditional upon:
    1. the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (4) (a)) at the 2020 Annual General Meeting and the H Shares Class Meeting of the Company to be held on 21 May 2021 (or on such adjourned date as may be applicable); and
    2. the approval of the SAFE and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
  3. for the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution until whichever is the earlier of;
    1. the conclusion of the next annual general meeting following the passing of this special resolution;
    2. the expiry of a period of twelve months following the passing of this special resolution; or

- 16 -

  1. the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the members of the Company in any general meeting or by a special resolution of holders of H Shares of the Company at its respective class meeting."

By Order of the Board

Beijing Jingkelong Company Limited

Li Jianwen

Chairman

Beijing, The People's Republic of China

21 April 2021

Notes:

  1. The Company will not process registration of transfers of the Domestic Shares of the Company (the "Domestic Shares") from Saturday, 15 May 2021 to Friday, 21 May 2021 (both days inclusive). Holders of Domestic Shares whose names appear on the register of Shareholders of the Company at 4:30 p.m., the close of business on Friday, 14 May 2021 are entitled to attend and vote at the Domestic Shares Class Meeting following completion of the registration procedures. Holders of Domestic Shares should contact the secretary to the Board of Director of the Company (the "Secretary to the Board").
    To qualify for attendance and voting at the Domestic Shares Class Meeting, documents on transfers of Domestic Shares, accompanied by the relevant share certificates, must be lodged with the Secretary to the Board, not later than 4:30 p.m. on Friday,14 May 2021. The address of the Secretary to the Board is as follows:
    3rd Floor,
    Block No.45, Xinyuan Street, Chaoyang District, Beijing The People's Republic of China Telephone No.: 86(10) 64603046 Facsimile No.: 86(10) 64611370
  2. Each holder of Domestic Shares entitled to attend and vote at the Domestic Shares Class Meeting may, by completing the proxy form of the Company, appoint one or more proxies to attend and vote at the Domestic Shares Class Meeting on his behalf. A proxy need not be a shareholder of the Company (the "Shareholder"). With respect to any Shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll.
  3. Holders of Domestic Shares must use the proxy form of the Company for appointing a proxy and the appointment must be in writing. The proxy form must be signed by the relevant Shareholder or by a person duly authorized by the relevant Shareholder in writing (a "power of attorney"). If the proxy form is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the Domestic Shares Class Meeting on its behalf, the relevant proxy form must be affixed with the company seal/chop of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate shareholder as required by the Articles of Association of the Company.

- 17 -

  1. To be valid, the proxy form and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (C) above must be delivered to the Secretary to the Board not less than 24 hours before the time appointed for the Domestic Shares Class Meeting. The address of the Secretary to the Board is stated in note (A) above.
  2. A Shareholder or his/her proxy should produce proof of identity when attending the Domestic Shares Class Meeting. If a corporate Shareholder's legal representative or any other person authorized by the board of directors or other governing body of such corporate Shareholder attends the Domestic Shares Class Meeting, such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate Shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.
  3. The Domestic Shares Meeting is expected to last for not more than half a day. Shareholders who attend the Domestic Shares Meeting shall bear their own travelling and accommodation expenses.
  • For identification purpose only

As at the date of this notice, the executive directors of the Company are Mr. Li Jianwen, Mr. Zhang Liwei, Ms. Li Chunyan and Mr. Li Shenlin; the non-executive directors are Ms. Zhang Yan and Mr. Li Shunxiang and the independent non-executive directors are Mr. Wang Liping, Mr. Chen Liping and Mr. Choi Onward.

- 18 -

Attachments

  • Original document
  • Permalink

Disclaimer

Beijing Jingkelong Company Limited published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 04:03:02 UTC.