YGM Trading : PROPOSALS RELATING TO RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in YGM Trading Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

YGM TRADING LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00375)

PROPOSALS RELATING TO

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE 2022 ANNUAL GENERAL MEETING

To protect the attendees from the risk of infection of the Novel Coronavirus (''COVID-19''), please refer to page 1 of this circular for the measures to be implemented at the AGM by the Company against the epidemic, including:

• compulsory body temperature check
• compulsory health declaration
• compulsory wearing of surgical face mask
• no distribution of corporate gifts and no serving of refreshments
• seats will be limited to ensure appropriate social distancing and will be available on a first-come-first-served basis

Attendees who do not comply with the precautionary measures, who exhibit flu-like symptoms or are subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue.

For the health and safety of Shareholders, the Company encourages Shareholders NOT to attend the AGM in person and strongly recommends Shareholders to appoint the Chairman of the meeting as their proxy to vote on the resolutions at the AGM as an alternative to attending the AGM in person.

A notice convening the AGM of the Company to be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 23 September 2022 at 12:15 p.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the AGM is also enclosed.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

29 July 2022

CONTENTS

					Page
Precautionary Measures for the 2022 Annual General Meeting . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board	. . . . . . . . . .	. . . . . . . . . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Retirement and Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Buy Back Shares. .	. . . . . . . . . . . . . . . . . .	4
Annual General Meeting. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I - Explanatory Statement on the Buy-back Mandate . . . . . . . . . . . . . . .	6
Appendix II - Information of the Directors to be Re-elected. .	. . . . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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PRECAUTIONARY MEASURES FOR THE 2022 ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong Government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

1. Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37 degrees Celsius, or who exhibits flu-like symptoms or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue or be required to leave the AGM venue.
2. Every attendee will be required to complete and sign a health declaration form before admission to the AGM venue.
3. Attendees are required to prepare their own surgical face masks and wear the same inside the AGM venue at all times, and to maintain an appropriate social distance with others (including queuing for registration). Please note that no mask will be provided.
4. No corporate gifts will be distributed and no refreshments will be provided.
5. Seats at the AGM venue will be arranged to ensure appropriate social distancing. As a result, there will be limited capacity for attendees. Seats will be limited at the meeting and will be available on a first-come-first-served basis.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the resolutions at the AGM instead of attending the AGM in person.

For the health and safety of Shareholders, the Company encourages Shareholders NOT to attend the AGM in person, and strongly recommends Shareholders to appoint the Chairman of the AGM as their proxy to vote on the resolutions at the AGM as an alternative to attending the AGM in person.

The proxy form, which can also be downloaded from the Company's website (https://www.ygmtrading.com), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Subject to the development of the novel coronavirus in Hong Kong, the Company may implement further precautionary measures, and issue further announcements(s) on such measures as and when appropriate.

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DEFINITIONS

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

"AGM" or "Annual General	the annual general meeting of the Company to be held at Yau Yat Chuen Garden
Meeting"	City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 23
	September 2022 at 12:15 p.m., notice of which is set out on pages 11 to 13 of
	this circular, or any adjournment thereof;
"Articles of Association"	the articles of association of the Company as amended from time to time;
"Board"	the board of Directors;
"Buy-back Mandate"	as defined in the second paragraph in the section headed "General Mandates to
	Issue and Buy Back Shares" in the Letter from the Board on page 4 of this
	circular;
"close associates"	has the meaning ascribed to it under the Listing Rules;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended
	from time to time;
"Company"	YGM Trading Limited, a company incorporated in Hong Kong with limited
	liability and the Shares of which are listed on the Main Board of the Stock
	Exchange;
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Directors Standing for	the Directors who will retire from the Board by rotation and, being eligible, will
Re-election"	offer themselves for re-election at the AGM, namely, Madam Chan Suk Ling,
	Shirley, Mr. Chan Wing Kee and Mr. Choi Ting Ki;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic of
	China;
"Issue Mandates"	as defined in the second paragraph in the section headed "General Mandates to
	Issue and Buy Back Shares" in the Letter from the Board on page 4 of this
	circular;
"Latest Practicable Date"	22 July 2022, being the latest practicable date prior to the printing of this circular
	for ascertaining certain information in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"Main Board"	the stock exchange (excluding the option market) operated by the Stock
	Exchange which is independent from and operated in parallel with GEM of the
	Stock Exchange;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
"Share(s)"	ordinary share(s) in the share capital of the Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and
"%"	per cent.

• The English translation of the Chinese names or words in this circular, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names or words.

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LETTER FROM THE BOARD

YGM TRADING LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00375)

Executive Directors:	Registered Office:
Chan Wing Sun, Samuel (Chairman)	22 Tai Yau Street
Chan Suk Ling, Shirley (Vice Chairlady)	San Po Kong
Fu Sing Yam, William (Chief Executive Officer)	Kowloon
Andrew Chan (Managing Director)	Hong Kong
Chan Wing Fui, Peter
Chan Wing Kee
Independent Non-executive Directors:
Choi Ting Ki
So Stephen Hon Cheung
Li Guangming
	29 July 2022
To the Shareholders
Dear Sir or Madam,

PROPOSALS RELATING TO

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM, including (i) the ordinary resolutions in respect of the re-election of the Directors; and (ii) the ordinary resolutions in respect of the grant of the Issue Mandates and the Buy-Back Mandate, and to give you notice of the AGM at which these resolutions as set out in the notice of the AGM will be proposed.

RETIREMENT AND RE-ELECTION OF DIRECTORS

Pursuant to Article 105 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being or such higher number of Directors to be determined by the Board shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Board has decided that four Directors, namely Mr. Andrew Chan, Madam Chan Suk Ling, Shirley, Mr. Chan Wing Kee, and Mr. Choi Ting Ki, will retire from the Board by rotation and, Madam Chan Suk Ling, Shirley, Mr. Chan Wing Kee, and Mr. Choi Ting Ki, being eligible, will offer themselves for re-election at the AGM.

Mr. Andrew Chan, after serving as an executive Director for more than 8 years since 2 July 2014, will not offer himself for re-election and will retire as an executive Director at the conclusion of the Annual General Meeting, and will cease to be the managing director of the Board. Mr. Chan has informed the Board that he would not offer himself for re-election at the Annual General Meeting due to his other business engagements which require more of his dedications. Mr. Chan has confirmed that his retirement is not due to any disagreement with the Board and there is no other matter relating to his retirement that needs to be brought to the attention of the Shareholders.

The Board would like to thank Mr. Andrew Chan for his contributions to the Company during his tenure of

office.

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