Rykadan Capital : Circulars - Proposals for General Mandates to Repurchase Shares and to Issue Shares, Re-election of Retiring Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or to the action to be taken, you should consult your 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 Rykadan Capital Limited 宏基資本有限公 司, you should at once hand this circular together with the accompanying form of proxy and annual report to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

RYKADAN CAPITAL LIMITED

宏 基 資 本 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2019 annual general meeting of Rykadan Capital Limited 宏基資本有 限公司 (the "Company") is set out on pages 12 to 16 of this circular. Whether or not you intend to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

31 July 2019

	CONTENTS
		Page
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Explanatory Statement for Repurchase Mandate . . . . . . . . . . . . .	7
Appendix II	- Biographical Details of Directors Proposed for Re-election . . . . .	10
Notice of 2019 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM"	the 2019 Annual General Meeting of the Company
"Articles"	the existing articles of association of the Company
"Board"	the board of Directors
"BVI"	British Virgin Islands
"Company"	Rykadan Capital Limited 宏基資本有限公司, an
	exempted company incorporated in the Cayman Islands
	with limited liability on 27 April 2009, the Shares of
	which are listed on the main board of the Stock
	Exchange (Stock Code: 2288)
"Connected Person(s)	has the meaning ascribed thereto under the Listing
	Rules
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing
	Rules, and in the context of the Company, means
	Rykadan Holdings, Tiger Crown, Mr. Chan, Scenemay
	Holdings, Mr. Li and Ms. Li
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Issue Mandate"	a general and unconditional mandate to be granted to
	the Directors to issue, allot and deal with unissued
	Shares up to a maximum of 20 per cent of the issued
	share capital of the Company as at the date of passing
	of the relevant resolution
"Latest Practicable Date"	26 July 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining information
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Mr. Chan"	Mr. Chan William, an executive Director, Chairman,
	Chief Executive Officer and one of the Controlling
	Shareholders
"Mr. Li"	Mr. Li Chu Kwan, one of the Controlling Shareholders
	and Ms. Li's brother

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	DEFINITIONS
"Ms. Li"	Ms. Li Wing Yin, one of the Controlling Shareholders
	and Mr. Li's sister
"PRC"	The People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate to be granted to
	the Directors to exercise all powers of the Company to
	repurchase on the Stock Exchange, or any other stock
	exchange on which the Shares of the Company may be
	listed, Shares up to a maximum of 10 per cent of the
	issued share capital of the Company as at the date of
	passing of the relevant resolution
"Rykadan Holdings"	Rykadan Holdings Limited, a company incorporated in
	the BVI with limited liability, the entire issued share
	capital of which is the trust asset of Rykadan Trust, a
	discretionary trust founded by Mr. Chan and managed
	by HSBC International Trustee Limited as trustee of
	Rykadan Trust
"Scenemay Holdings"	Scenemay Holdings Limited, a company incorporated
	in the BVI with limited liability, whose entire issued
	share capital is owned by Mr. Li and Ms. Li in equal
	shares
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	the ordinary share(s) with nominal value of HK$0.01
	each in the share capital of the Company or if there
	has been a subsequent sub-division, consolidation,
	reclassification or reconstruction of the share capital of
	the Company shares forming part of the ordinary share
	capital of the Company
"Shareholder(s)"	the registered holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Repurchases issued by the Hong Kong Securities and
	Futures Commission
"Tiger Crown"	Tiger Crown Limited, a company incorporated in the
	BVI with limited liability, the entire issued share
	capital of which is owned by Rykadan Holdings

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DEFINITIONS

"HK$"	Hong	Kong dollar(s), the lawful currency of Hong
	Kong

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