Exhibit No.
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Description
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99.1
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99.2
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99.3
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Wanda Sports Group Company Limited | |||
Date: April 28, 2020
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By:
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/s/ Honghui Liao | |
Name: Honghui Liao | |||
Title: Chief Financial Officer | |||
1. |
To re-elect each of the following members of the Board:
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(a) |
Edwin Fung;
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(b) |
Andrew Messick;
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(c) |
Yimin Gao; and
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(d) |
Kenneth Jarrett.
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2. |
To authorize the Board to fix the remuneration of the directors of the Company for the year ended December 31, 2020.
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3. |
To re-appoint Ernst & Young Hua Ming LLP as the auditors of the Company and to authorize the Board to fix their remuneration for
the year ended December 31, 2020.
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4. |
To receive the audited consolidated financial statements and the reports of the board of directors of the Company (the “Board”) and the auditors of the Company for the years ended December 31, 2018 and 2019 (collectively, the “Reporting Documents”), which will be available on our website at http://investor.wsg.cn/ under the heading “Financials & Filings” before the date of the AGM and will also be included (other than the report of the Board) in the Company’s annual report on Form
20-F to be filed by the Company with, or (with respect to the report of the Board) in a Report of Foreign Private Issuer on Form 6-K to be submitted by the Company to, the SEC, which both will be accessible via the SEC’s EDGAR website
(click here).
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FOR THE BOARD OF DIRECTORS |
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/s/ Lin Zhang
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Lin Zhang
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Member of the Board of Directors
Chairman of the Board
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1. |
Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the AGM with a view to addressing and
minimizing the risk to attendees of infection. The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. In light of the epidemic situation of
COVID-19, Shareholders may consider appointing the chairman of the AGM as its/his/her proxy to vote on the resolutions, instead of attending the AGM in person.
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2. |
For the purpose of ascertaining the Shareholders’ entitlement to the attendance of and voting at the AGM, all share transfers
accompanied by the relevant share certificates must be lodged with the Company, at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, PRC for the attention of Su Li not later than 4:30 p.m. on April 28, 2020.
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3. |
A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are encouraged to complete and
return the enclosed proxy form in accordance with the instructions set forth therein. To be valid, the proxy form must be completed and returned to the mailing or email address set forth therein as soon as possible and in any event, not
less than 48 hours before the time appointed for holding the AGM (i.e. not later than 2 p.m. on May 25, 2020) or any adjournment thereof.
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4. |
The chairman of the AGM may adjourn the AGM to a later date and/or time in accordance with the articles of association of the Company
and applicable laws. Pursuant to the articles of association of the Company, when a meeting is adjourned for thirty (30) days or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save
as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or the business to be transacted thereat. Where a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.
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5. |
Pursuant to the articles of association of the Company, the voting on the resolution at the AGM will be conducted by way of poll.
Every Shareholder holding Class A Ordinary Shares present in person or by proxy shall have one (1) vote for each Class A Ordinary Share it holds and every Shareholder holding Class B Ordinary Shares present in person or by proxy shall
have four (4) votes for each Class B Ordinary Share it holds.
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6. |
References to time and dates in this document are to Hong Kong time and dates (unless otherwise noted).
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2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Time and Date:
May 27, 2020 at 2 p.m. (Hong Kong time), or at any adjournment thereof
Place:
Conference Room 5, 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, PRC
Record Date:
April 28, 2020
Voting:
Every Shareholder holding Class A Ordinary Shares present in person or by proxy shall have one (1) vote for each Class A Ordinary Share it holds and every Shareholder holding Class B Ordinary Shares present in person or by proxy shall
have four (4) votes for each Class B Ordinary Share it holds.
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Agenda Item
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Recommendation
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Proposal 1:
To re-elect each of the following members of the Board: (a) Edwin Fung; (b) Andrew Messick; (c) Yimin Gao; and (d) Kenneth Jarrett. |
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FOR each director nominee
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Proposal 2:
To authorize the Board to fix the remuneration of all the directors of the Company for the year ended December 31, 2020. |
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FOR
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Proposal 3:
To re-appoint Ernst & Young Hua Ming LLP as the auditors of the Company and to authorize the Board to fix their remuneration for the year ended December 31, 2020. |
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FOR
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Proposal 4:
To receive the audited consolidated financial statements and the reports of the board of directors of the Company (the “Board”) and the auditors of the Company for the years ended December 31, 2018 and 2019 (collectively, the “Reporting Documents”), which will be available on our website at http://investor.wsg.cn/ under the heading “Financials & Filings” before the date of the AGM and will also be included (other than the report of the Board) in the Company’s annual report on Form 20-F to be filed by the Company with, or (with respect to the report of the Board) in a Report of Foreign Private Issuer on Form 6-K to be submitted by the Company to, the SEC, which both will be accessible via the SEC’s EDGAR website (click here). |
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FOR
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Yours faithfully |
FOR THE BOARD OF DIRECTORS |
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/s/ Lin Zhang
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Lin Zhang
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Member of the Board of Directors
Chairman of the Board
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“ADSs” |
American Depositary Shares representing Class A Ordinary Shares;
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“ADS Deposit Agreement” |
Deposit Agreement, dated July 26, 2019 among the Company, the Depositary and the holders from time to time of ADS, pursuant to which the ADSs were issued;
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“Articles of Association” |
the articles of association of the Company as amended, modified or otherwise supplemented from time to time;
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“Board” |
the Board of Directors of the Company;
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“Class A Ordinary Share” |
an ordinary share in the share capital of the Company which is designated as Class A Ordinary Share and having the rights provided for in the Articles of
Association;
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“Class B Ordinary Share” |
an ordinary share in the share capital of the Company which is designated as Class B Ordinary Share and having the rights provided for in the Articles of
Association;
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“Companies Ordinance” |
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
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“Company” |
Wanda Sports Group Company Limited, a company incorporated in Hong Kong with limited liability;
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“Depositary” |
Deutsche Bank Trust Company Americas;
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“Director(s)” |
the director(s) of the Company;
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“Group” |
the Company and its subsidiaries;
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“Hong Kong” |
the Hong Kong Special Administrative Region of the PRC;
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“PRC” |
the People’s Republic of China, which for the purpose of this proxy statement, excludes Hong Kong, the Macau Special Administrative Region of the People’s
Republic of China and Taiwan;
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“Record Date” |
close of business on April 28, 2020, New York time;
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“Share” |
a Class A Ordinary Share or a Class B Ordinary Share, as the case may be; and
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“Shareholder” |
a holder of Shares whose name is entered, as a member, in the Company’s register of members.
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Edwin Fung
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☐ FOR |
☐ AGAINST
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☐ ABSTAIN |
Andrew Messick
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☐ FOR |
☐ AGAINST
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☐ ABSTAIN |
Yimin Gao
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☐ FOR |
☐ AGAINST
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☐ ABSTAIN |
Kenneth Jarrett
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☐ FOR |
☐ AGAINST
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☐ ABSTAIN |
☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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Signature: ______________________________________________
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Shareholder’s name: _______________________________________
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Date: ___________________________________________
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1. |
A proxy need not be a Shareholder. A Shareholder may appoint more than one proxy. If a proxy (or proxies) other than the chairman of the AGM is preferred, cross out the words ‘the chairman of the AGM’ at the
beginning of this proxy form and insert the full name of the proxy (or proxies) desired. If no amendment is made, the chairman of the AGM will be deemed to have been appointed as your only proxy.
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2. |
If a Shareholder is an individual, this proxy shall be signed by the appointor or by his/her attorney. If the Shareholder is a corporation, the proxy shall be either given under its common seal or signed on its
behalf by an attorney or a duly authorized officer of the corporation.
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3. |
Full name(s) of the Shareholder signing this form must be inserted in BLOCK CAPITALS and be exactly the name(s) registered in the register of members of the Company as at the close of business on the record
date, i.e. April 28, 2020, New York time.
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4. |
To be valid, this proxy form must be completed and returned to us (i) by mail, to 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, PRC for the attention of Su Li (Tel: +86 (10)
8585 3608), or (ii) by email, to 2020agm@wsg.cn, as soon as possible and in any event, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Where this proxy is signed on behalf of the appointor
by an attorney, the letter or power of attorney or a duly certified copy thereof must, failing previous registration with the Company, be lodged with this proxy, failing which this proxy may be treated as invalid.
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5. |
In case of joint holders of any ordinary shares of the Company, any one of such joint holders may be appointed the proxy entitled to vote on behalf of such joint holders, and as such proxy entitled to attend and
vote at the AGM. If more than one of such joint holders be present at the AGM, in person or by proxy, that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled
to vote in respect thereof.
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6. |
Delivery of this proxy form shall not preclude a Shareholder from attending and exercising its/his/her shareholder rights in person at the AGM and, in such event, this proxy shall be deemed to be revoked.
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7. |
The chairman of the AGM may adjourn the AGM to a later date and/or time in accordance with the articles of association of the Company and applicable laws. Pursuant to the articles of association of the Company,
when a meeting is adjourned for thirty (30) days or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned
meeting or the business to be transacted thereat. Where a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.
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8. |
The Company has absolute discretion to deal with any proxy forms including rejecting any proxy form which is incomplete, improperly completed, illegible, or where it is difficult to ascertain from it the
intention of the Shareholder making the appointment or where its contents contradict another proxy form submitted by or on behalf of the same Shareholder.
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9. |
References to time and dates in this document are to Hong Kong time and dates (unless otherwise noted).
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