Bingo : NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

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BINGO GROUP HOLDINGS LIMITED 比 高 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''Meeting'' )of Bingo Group Holdings Limited (the ''Company'') will be held at 11:30 a.m. on Tuesday, 12 February 2019 at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as a special resolution of the Company:

SPECIAL RESOLUTION

''THAT, subject to and conditional upon (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the ''Court''); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction (as defined below) and the minutes approved by the Court containing the particulars required under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the date on which the aforesaid conditions are fulfilled:

(a) every four (4) ordinary shares of par value HK$0.04 each in the existing capital of the

Company be consolidated into one (1) ordinary share of par value HK$0.16 each in the share capital of the Company (each a ''Consolidated Share'') (the ''Share Consolidation'');

• (b) the issued and paid-up share capital of the Company be reduced (the ''Capital Reduction'') through (i) elimination of any fraction of a Consolidated Share in the issued share capital of the Company arising from the Share Consolidation in order to round down the total number of Consolidated Shares to a whole number; and (ii) cancellation of the paid-up capital of the Company to the extent of HK$0.15 on each of the issued Consolidated Shares so that following the Capital Reduction each such issued Consolidated Shares with a par value of HK$0.16 shall be treated as one fully paid-up share with a par value of HK$0.01 (each a ''New Share'') in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital thereby cancelled be made available for issue of new shares of the Company;

• (c) immediately following the Capital Reduction becoming effective, each authorised but unissued Consolidated Share of HK$0.16 (which shall include the authorised but unissued share capital resulting from Capital Reduction) be subdivided into sixteen (16) New Shares of HK$0.01 each (the ''Subdivision'', together with the Share Consolidation and Capital Reduction, the ''Capital Reorganisation'');

• (d) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company and the directors of the Company (the ''Directors'' ) be authorised to apply the distributable reserve in such manner as they consider appropriate;

• (e) each of the New Shares resulting from the Capital Reorganisation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the Company's memorandum and articles of association; and

(f) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reorganisation and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation.''

By order of the Board
Bingo Group Holdings Limited
Lau Man Kit
Executive Director
Hong Kong, 16 January 2019
Registered office:	Head office and principal place of business
Cricket Square	in Hong Kong:
Hutchins Drive	Units A&F, 10/F
P.O. Box 2681	Ho Lee Commercial Building
Grand Cayman KY1-1111	40D 'Aguilar Street
Cayman Islands	Central, Hong Kong
- 2 -

Notes:

• 1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy needs not be a member of the Company.

• 2. To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• 3. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• 4. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

As at the date of this announcement, the Board comprises Mr. Chiau Sing Chi, Ms. Chow Man Ki Kelly and Mr. Lau Man Kit as executive Directors; Mrs. Chin Chow Chung Hang Roberta as non-executive Director; and Ms. Choi Mei Ping, Mr. Tsoi Chiu Yuk and Mr. Ong King Keung as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

This announcement will remain on the ''Latest Company Announcements'' page of the GEM website (www.hkgem.com) for at least 7 days from its date of publication and on the website of the Company (www.bingogroup.com.hk).