KO YO : NOTICE OF ANNUAL GENERAL MEETING

E161392A_Ko Yo 1..4

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Ko Yo Chemical (Group) Limited

玖 源 化 工（ 集 團 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0827)

NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Cricket Square Hutchins Drive

P.O. Box 2681 GT

Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Suite No. 02, 31st Floor Sino Plaza

255-257 Gloucester Road Causeway Bay

Hong Kong

NOTICE IS HEREBY GIVEN that the annual general meeting of the members of Ko Yo Chemical (Group) Limited (the ''Company'') will be held at Suite No. 02, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Friday, 13 May 2016 at 3: 00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, the report of the directors and the auditors, and the corporate governance report for the year ended 31 December 2015;

2. To consider the re-election of the retiring directors of the Company;

   
   

3. To consider and authorize the board of directors (the ''Board'') of the Company to fix the directors' remunerations;

4. To consider the re-appointment of ZHONGHUI ANDA CPA Limited as auditors of the Company and to authorize the Board to fix their remuneration; and

   As special business, to consider and if thought fit, pass the following resolutions as ordinary resolutions:

5. ''THAT:

6. subject to sub-paragraph (c) below, the exercise by the directors of the Company (''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the ordinary shares of par value HK$0.10 each (the ''Shares'') in the capital of the Company and to make an offer or agreement or grant an option which would or might require such Shares to be allotted and issued be generally and unconditionally approved;

   
   

7. the Directors be authorized to make an offer or agreement or grant an option during the Relevant Period which would or might require Shares in the capital of the Company to be allotted and issued either during or after the end of the Relevant Period pursuant to sub-paragraph (a) above;

   
   

8. the aggregate nominal value of the Shares in the capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approvals in sub-paragraphs

9. and (b) above, otherwise than pursuant to a rights issue (as defined below) or pursuant to the exercise of options which may be granted under the share option schemes adopted by the Company or an issue of Shares of the Company in lieu of the whole or part of a dividend on Shares of the Company in accordance with the articles of association of the Company, shall not exceed the aggregate of:

   
   

10. 20% of the aggregate nominal value of the share capital of the Company in issue; and

    
    

11. conditional on the passing of Resolution No. 7 below, the aggregate nominal amount of the share capital of the Company purchased under the authority referred to in Resolution No. 6;

12. for the purpose of this resolution:

    
    

    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:

    
    

13. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

    
    

14. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the articles of association of the Company to be held; or

    
    

15. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

''rights issue'' means the allotment or issue of Shares in the Company or other securities which would or might require Shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the laws of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of Shares or such other equity securities.''

16. ''THAT:

17. the Directors be granted a general mandate to exercise all the powers of the Company to purchase its own securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which shares in the capital of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, such number of securities as will represent up to 10% of the aggregate nominal value of the share capital of the Company in issue, during the Relevant Period (defined below) in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (''Listing Rules'') (as amended from time to time) (or of such other stock exchange);

18. for the purpose of this resolution:

    
    

    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:

    
    

19. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

    
    

20. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the articles of association of the Company to be held; or

    
    

21. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''

22. ''THAT the unconditional general mandate referred to in Resolution No. 5 above be extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed to be allotted by the Directors pursuant to such unconditional general mandate of an amount representing the aggregate nominal amount of the securities of the Company purchased by the Company pursuant to the mandate to purchase securities referred to in Resolution No. 6 above, provided that such extended amount shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue.''

On behalf of the board Chung Tin Ming Company Secretary




Hong Kong, 6 April 2016




Notes:




1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, in the event of, a poll, vote instead of him. A proxy need not be a member of the Company.

   
   

2. In order to be valid, the form of proxy must be deposited with the Company's share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, together with any power of attorney or other authority, under which it is signed, or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or any adjournment thereof.

   
   

3. Where there are joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting, 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 in respect of the joint holding.

   
   

4. Concerning Resolutions No. 5 and No. 6, the Board wishes to state that there is no immediate plan to issue any new shares or to repurchase any shares of the Company. The general mandates are being sought from shareholders in compliance with the Companies Law (Law 3 of 1961, as revised and consolidated) of the Cayman Islands and the Listing Rules.




As at the date of this announcement, the board of Directors comprises seven executive directors, being Mr. Li Weiruo, Mr. Yuan Bai, Ms Chi Chuan, Ms Man Au Vivian, Mr. Li Shengdi, Mr. Li Feng and Mr. Li Ciping, one non-executive director being Mr. Zhang Fubo and four independent non-executive Directors of Mr. Hu Xiaoping, Mr. Woo Che-Wor, Alex, Mr. Qian Laizhong and Mr. Sun Tongchuan.