UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant x

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

¨ Soliciting Material under §240.14a-12

 

YUNHONG INTERNATIONAL
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.
   
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
     
     
  (2) Aggregate number of securities to which transaction applies:
     
     
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
  (4) Proposed maximum aggregate value of transaction:
     

 

  (5) Total fee paid:
     

 

¨ Fee paid previously with preliminary materials.
   
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:
     
     
  (2) Form, Schedule or Registration Statement No.:
     
     
  (3) Filing Party:
     
     
  (4) Date Filed:
     

 

 

 

 

 

 

LETTER TO SHAREHOLDERS OF YUNHONG INTERNATIONAL

 

4 – 19/F, 126 ZHONG BEI

WUCHANG DISTRICT, WUHAN, CHINA 430061

 

TO BE HELD ON November 18, 2021

 

Dear Yunhong International Shareholder:

 

You are cordially invited to attend an extraordinary general meeting of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”).

 

The attached Notice of the Special Meeting and proxy statement describe the business Yunhong will conduct at the Special Meeting (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Yunhong that you should consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposal:

 

  1. Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s amended and restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).

 

2 

 

 

The Extension Amendment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully the proposal in the accompanying proxy statement before you vote.

 

The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”).

 

The Second Amended and Restated Memorandum of Association and the Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) provide that Yunhong has until November 18, 2021 (after extension) to complete its initial business combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be precluded from completing the Business Combination and would be forced to liquidate.

 

If the Extension Amendment Proposal is approved, LF International Pte. Ltd. (“Yunhong Sponsor”) or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

3 

 

 

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (the “Trust Account”), if the Extension is implemented (the “Redemption”).

 

On the Record Date (defined below), the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the shares were sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.

 

If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 18, 2021, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

 

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

 

4 

 

 

The Board has fixed the close of business on October 20, 2021 (the “Record Date”) as the date for determining Yunhong’s shareholders entitled to receive notice of and vote at the Special Meeting. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting.

 

Yunhong believes that it is in the best interests of Yunhong’s shareholders that Yunhong obtain the Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposal.

 

Enclosed is the proxy statement containing detailed information about the Special Meeting and the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.

 

  By Order of the Board of Directors of Yunhong International
   
  Patrick Orlando
  Chief Executive Officer
  November 5, 2021

 

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

  

5 

 

 

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF YUNHONG INTERNATIONAL
TO BE HELD ON November 18, 2021

 

To the Shareholders of Yunhong International:

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”). You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposal (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated November 5, 2021 and is first being mailed to shareholders on or about that date:

 

  1. Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s Second Amended And Restated Memorandum of Association and Yunhong's Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”). The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of Yunhong be amended and restated and replaced in its their entirety by the Third Amended and Restated Memorandum of Association and Fourth Amended and Restated Articles of Association of Yunhong, in substantially the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately."

 

The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”). The Memorandum and Articles of Association provide that Yunhong has until November 18, 2021 to complete its initial Business Combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

 

If the Extension Amendment Proposal is approved, LF International Pte. Ltd. (“Yunhong Sponsor”) or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

6

 

 

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (“Trust Account”), if the Extension is implemented (the “Redemption”).

 

On the Record Date (defined below), the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the shares were sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.

 

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

If the Extension Amendment Proposal is not approved, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

 

To exercise your redemption rights, you must tender your Public Shares to Yunhong’s transfer agent at least two business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

 

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

 

Record holders of Ordinary Shares at the close of business on October 20, 2021 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 7,219,500 issued and outstanding Class A Ordinary Shares and 1,725,000 issued and outstanding Class B Ordinary Shares. Yunhong’s warrants and rights do not have voting rights.

 

7

 

 

This proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.

 

This proxy statement is dated November 5, 2021 and is first being mailed to shareholders on or about that date.

 

  By Order of the Board of Directors of Yunhong International
   
  Patrick Orlando
  Chief Executive Officer

 

8

 

 

TABLE OF CONTENTS 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS     9  
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING     9  
SPECIAL MEETING OF YUNHONG SHAREHOLDERS     12  
Date, Time and Place of Special Meeting     18  
The Proposal at the Special Meeting     18  
Voting Power; Record Date     18  
Recommendation of the Board     19  
Quorum and Required Vote for the Proposal for the Special Meeting     19  
Voting Your Shares – Shareholders of Record     19  
Voting Your Shares — Beneficial Owners     20  
Attending the Special Meeting     20  
Revoking Your Proxy     20  
No Additional Matters     21  
Who Can Answer Your Questions about Voting     21  
Redemption Rights     21  
Appraisal Rights     22  
Proxy Solicitation Costs     23  
Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders     23  
PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL     24  
Overview     24  
Reasons for the Extension Amendment Proposal     25  
If the Extension Amendment Proposal is Not Approved     25  
If the Extension Amendment Proposal is Approved     26  
Redemption Rights     26  
Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights     28  
Vote Required for Approval     35  
Recommendation of the Board     36  
BUSINESS OF YUNHONG AND CERTAIN INFORMATION ABOUT YUNHONG     36  
General     36  
The Proposed Business Combination     30  
BENEFICIAL OWNERSHIP OF SECURITIES     37  
FUTURE SHAREHOLDER PROPOSALS     38  
HOUSEHOLDING INFORMATION     39  
WHERE YOU CAN FIND MORE INFORMATION     39  
ANNEX A     40  

 

i

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Yunhong’s current views with respect to, among other things, Yunhong’s capital resources and results of operations. Likewise, Yunhong’s financial statements and all of Yunhong’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

 

The forward-looking statements contained in this proxy statement reflect Yunhong’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Yunhong does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

  Yunhong’s ability to complete the Business Combination;
     
  the anticipated benefits of the Business Combination;
     
  the volatility of the market price and liquidity of the Class A Ordinary Shares and other securities of Yunhong; and
     
  the use of funds not held in the Trust Account (as described herein) or available to Yunhong from interest income on the Trust Account balance.

 

While forward-looking statements reflect Yunhong’s good faith beliefs, they are not guarantees of future performance. Yunhong disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Yunhong’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Yunhong’s Annual Report on Form 10-K/A for the year ended June 30, 2022, as filed with the SEC on July 23, 2021 and in other reports Yunhong files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Yunhong (or to third parties making the forward-looking statements).

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

 

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Special Meeting and the proposal to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to Yunhong shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred to herein, to fully understand the proposal to be presented at the Special Meeting and the voting procedures for the Special Meeting, which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

 

Q: Why am I receiving this proxy statement?

 

A:

Yunhong is a blank check company incorporated as a Cayman Islands exempted company on January 10, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. On February 18, 2020, Yunhong consummated its initial public offering of 6,000,000 units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination (“Units”), plus 900,000 additional Units pursuant to the full exercise of the over-allotment option by the underwriters on February 24, 2020, at a price of $10.00 per Unit, generating an aggregate amount of gross proceeds of $69,000,000. Like most blank check companies, Yunhong’s Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination (s) consummated on or before the Termination Date.

 

Yunhong believes that it is in the best interests of Yunhong’s shareholders to continue Yunhong’s existence until the Extended Date if necessary in order to allow Yunhong additional time to complete the Business Combination and is therefore holding this Special Meeting.

 

9

 

 

Q: When and where is the Special Meeting?

 

A: The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

 

Q: What is the specific proposal on which I am being asked to vote at the Special Meeting?

 

A: Yunhong shareholders are being asked to consider and vote on the following proposal:

 

  1. Proposal No. 1 – Extension Amendment Proposal – To amend, by way od special resolution, Yunhong’s Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).

 

Q: Why is Yunhong proposing the Extension Amendment Proposal?

 

A: Yunhong’s Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination (s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete the Business Combination.
   
  Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

 

  If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

10

 

 

Q: What vote is required to approve the proposal presented at the Special Meeting?

 

A: The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.  A Yunhong shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Special Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on the outcome of any vote on the Extension Amendment Proposal. One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 

Q: Why should I vote “FOR” the Extension Amendment Proposal?

 

A: Yunhong believes shareholders will benefit from Yunhong consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Yunhong has to complete a Business Combination until the Extended Date. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

 

Q: How will the Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders vote?

 

A: The Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders have advised Yunhong that they intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal.
   
  The Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders and their respective affiliates are not entitled to redeem any founder shares in connection with the Extension Amendment Proposal. On the Record Date, the Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 1,725,000 Class B Ordinary Shares and 250,500 Class A Ordinary Shares underlying the Private Placement Units held by the Yunhong Sponsor and the officers and directors of Yunhong, representing approximately 19.29% of Yunhong’s issued and outstanding Ordinary Shares.

 

Q: What if I do not want to vote “FOR” the Extension Amendment Proposal?

 

A: If you do not want the Extension Amendment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.
   
  If you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal.
   
  If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the outcome of any vote on the Extension Amendment Proposal.

 

11

 

 

Q: Will you seek any further extensions to liquidate the Trust Account?

 

A: Other than as described in this proxy statement, Yunhong does not currently anticipate seeking any further extension to consummate a Business Combination beyond the Extended Date.

 

Q: What happens if the Extension Amendment Proposal is not approved?

 

A: If the Extension Amendment Proposal is not approved at the Special Meeting, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
   
  The Yunhong Sponsor, the officers and directors and the initial shareholders of Yunhong waived their rights to participate in any liquidation distribution with respect to the 1,725,000 founder shares and 250,500 Class A Ordinary Shares underlying the Private Placement Units held by them. There will be no distribution from the Trust Account with respect to Yunhong’s warrants or Rights, which will expire worthless in the event Yunhong dissolves and liquidates the Trust Account.

 

Q: If the Extension Amendment Proposal is approved, what happens next?

 

A: If the Extension Amendment Proposal is approved, Yunhong will continue to attempt to consummate the Business Combination until the Extended Date. Yunhong will file an amendment to its Memorandum and Articles of Association with Cayman Islands in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at an extraordinary general meeting and consummate the closing of the Business Combination on or before the Extended Date.

 

  If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

12

 

 

  If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Yunhong held by Yunhong’s officers, directors, the Yunhong Sponsor and its affiliates. In addition, Yunhong’s Memorandum and Articles of Association provide that Yunhong cannot redeem or repurchase Public Shares to the extent such redemption would result in Yunhong’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination in accordance with Yunhong’s Memorandum and Articles of Association. As a result, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

Q: If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?

 

A: Yes. Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares.

 

Q: May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by:

 

• entering a new vote by Internet or telephone;

 

• sending a later-dated, signed proxy card to Yunhong’s Secretary to Yunhong International, 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061, Attn: Secretary, so that it is received by Yunhong’s Secretary on or before the Special Meeting; or

 

•   attending and voting, virtually via the Internet, during the Special Meeting.

 

You also may revoke your proxy by sending a notice of revocation to Yunhong’s Secretary, which must be received by Yunhong’s Secretary on or before the Special Meeting. Attending the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

 

13

 

 

Q: How are votes counted?

 

A: Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. With respect to the Extension Amendment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on the outcome of vote on the Extension Amendment Proposal.

 

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Yunhong believes that the proposal presented to the shareholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on the proposal presented at the Special Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have the no effect on the outcome of any vote on the Extension Amendment Proposal.

 

Q: What constitutes a quorum at the Special Meeting?

 

A: One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. Abstentions (but not broker non-votes) will be counted as present for the purpose of determining a quorum. The Yunhong Sponsor, directors, officers and the initial shareholders, who beneficially own approximately 19.29% of the issued and outstanding Class A Ordinary Shares, will count towards this quorum. As of the Record Date for the Special Meeting, 4,472,251 Class A Ordinary Shares would be required to achieve a quorum.

 

Q: How do I vote?

 

A: If you were a holder of record of Ordinary Shares on October 20, 2021, the Record Date for the Special Meeting, you may vote with respect to the proposal yourself at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
   
  In Person - You may vote your shares in person by attending the Special Meeting.
   
  Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 18, 2021.

 

  Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.voteproxy.com and entering the voter control number included on your proxy card.
   
  Telephone - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

 

14

 

 

Q: Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal?

 

A: Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders. The Board recommends that Yunhong’s shareholders vote “FOR” the Extension Amendment Proposal.

 

Q: What interests do Yunhong’s directors and officers have in the approval of the Extension Amendment Proposal?

 

A: Yunhong’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Yunhong Sponsor, of Ordinary Shares and Private Placement Units that may become exercisable in the future. See the section entitled “Special Meeting of Yunhong Shareholders — Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders” in this proxy statement.

 

Q: Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal?

 

A: No. There are no appraisal rights available to Yunhong’s shareholders in connection with the Extension Amendment Proposal.

 

Q: If I am a Public Warrant (defined below) or Right holder, can I exercise redemption rights with respect to my Public Warrants or Rights?

 

A: No. The holders of warrants issued in connection with Yunhong’s initial public offering which are exercisable for one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share (the “Public Warrants”) and the holders of Rights issued in connection with Yunhong’s initial public offering to receive one-tenth of one Class A Ordinary Share upon consummation of Yunhong’s initial Business Combination have no redemption rights with respect to such Public Warrants or Rights.

 

Q: If I am a Unit holder, can I exercise redemption rights with respect to my Units?

 

A:

No. Holders of outstanding Units must separate the underlying Class A Ordinary Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares.

 

If you hold Units registered in your own name, you must deliver the certificate for such Units to American Stock Transfer & Trust Company, LLC, Yunhong’s transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of American Stock Transfer & Trust Company, LLC is listed under the question “Who can help answer my questions?” below.

 

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, Yunhong’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

 

15

 

 

Q: What do I need to do now?

 

A: You are urged to read carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the Extension Amendment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
   
Q: How do I exercise my redemption rights?

 

A: In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Yunhong’s shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not previously released to Yunhong to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated February 12, 2020, filed in connection with Yunhong’s initial public offering.

 

  In order to exercise your redemption rights, you must: (i) if you hold Units, separate the underlying Public Shares, Public Warrants and Rights, and (ii) on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

 

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

 

  Yunhong shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Yunhong’s understanding that Yunhong shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Yunhong does not have any control over this process and it may take longer than two weeks. Yunhong shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
   
  Yunhong shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment at the Special Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

 

  There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

 

16

 

 

 

Q: What should I do if I receive more than one set of voting materials for the Special Meeting?

 

A: You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q: Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A: Yunhong will pay the cost of soliciting proxies for the Special Meeting. Yunhong has engaged Advantage Proxy to assist in the solicitation of proxies for the Special Meeting. Yunhong will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Yunhong may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

 

Q: Who can help answer my questions?

 

A: If you have questions about the proposal or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

 

Yunhong International
4 – 19/F, 126 Zhong Bei
New York, NY 10005
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

 

  You may also contact the proxy solicitor for Yunhong at:

 

Advantage Proxy

Karen Smith

Tel: 206-870-8565

Email: ksmith@advantageproxy.com

 

  To obtain timely delivery, Yunhong shareholders must request the materials no later than November 12, 2021, or five business days prior to the date of the Special Meeting. You may also obtain additional information about Yunhong from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

 

17

 

 

  If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

 

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

 

EXTRAORDINARY GENERAL MEETING OF YUNHONG SHAREHOLDERS

 

This proxy statement is being provided to Yunhong shareholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Yunhong Shareholders to be held on November 18, 2021. This proxy statement contains important information regarding the Special Meeting, the proposal on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

 

This proxy statement is being first mailed on or about November 8, 2021 to all shareholders of record of Yunhong as of October 20, 2021, the Record Date for the Special Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting.

 

Date, Time and Place of Special Meeting

 

The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

 

The Proposal at the Special Meeting

 

At the Special Meeting, Yunhong shareholders will consider and vote on the following proposal:

 

  1. Proposal No. 1 – Extension Amendment Proposal – To amend, by special resolution, Yunhong’s Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination from November 18, 2021 to the Extended Date.

 

Voting Power; Record Date

 

As a shareholder of Yunhong, you have a right to vote on certain matters affecting Yunhong. The proposal that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned Ordinary Shares at the close of business on October 20, 2021, which is the Record Date for the Special Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 8,944,500 issued and outstanding Ordinary Shares, of which 6,900,000 Class A Ordinary Shares are held by Yunhong public shareholders, 1,725,000 Class B Ordinary Shares and 250,500 Class A Ordinary Shares are held by the Yunhong initial shareholders and 69,000 shares are held by Maxim Group LLC (or its affiliates), the underwriter in Yunhong’s initial public offering.

 

18

 

 

Recommendation of the Board

 

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE PROPOSAL

 

Quorum and Required Vote for the Proposal for the Special Meeting

 

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. . Accordingly, a Yunhong shareholder’s failure to vote by proxy or to vote oneself at the Special Meeting will not be counted towards the number of Class A Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of the Extension Amendment Proposal. Abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the outcome of the Extension Amendment Proposal.

 

It is possible that Yunhong will not be able to complete its initial Business Combination by the Extended Date if the Extension Amendment Proposal is approved. In such event, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

 

Voting Your Shares – Shareholders of Record

 

If you are a Yunhong shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your name entitles you to one vote on the proposal for the Special Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

 

In Person - You may vote your shares in person by attending the Special Meeting.

 

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 18, 2021.

 

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.voteproxy.com and entering the voter control number included on your proxy card.

 

Telephone - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

 

19

 

 

Voting Your Shares — Beneficial Owners

 

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Yunhong. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Special Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Special Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

 

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

 

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department 

6201 15th Avenue

Brooklyn, NY 11219

 

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on November 11, 2021.

 

You will receive a confirmation of your registration by email after Yunhong receives your registration materials. You may attend the Special Meeting at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow the instructions provided to vote. Yunhong encourages you to access the meeting prior to the start time leaving ample time for the check in.

 

Attending the Special Meeting

 

The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. In order to vote or submit a question during the Special Meeting, you will also need the voter control number included  on your proxy card. If you do not have the control number, you will be able to listen to the meeting only by registering as a guest and you will not be able to vote or submit your questions during the meeting. The physical location of the Special Meeting is at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

 

Revoking Your Proxy

 

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

 

  you may send another proxy card with a later date;
     
  you may notify Yunhong’s Secretary in writing to Yunhong International, 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061, before the Special Meeting that you have revoked your proxy; or

 

  you may attend the Special Meeting, revoke your proxy, and vote oneself, as indicated above.

 

20

 

 

No Additional Matters

 

The Special Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.

 

Who Can Answer Your Questions about Voting

 

If you have any questions about how to vote or direct a vote in respect of your Class A Ordinary Shares, you may call Advantage Proxy, Yunhong’s proxy solicitor, at (800) 662-5200 or banks and brokers can call at (203) 658-9400.

 

Redemption Rights

 

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

In order to exercise your redemption rights, you must:

 

  if you hold Units, separate the underlying Public Shares, the Public Warrants and Rights;
     
  on or before 5:00 p.m., Eastern Time, on June 1, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

 

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

 

and

 

  deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Special Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

 

21

 

 

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

 

Holders of outstanding Units must separate the underlying Public Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to American Stock Transfer & Trust Company, LLC, the transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

 

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

Each redemption of a Public Share by Yunhong’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $71,155,633.79 as of the Record Date. Prior to their exercising redemption rights, Yunhong shareholders should verify the market price of the Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Class A Ordinary Shares when you wish to sell your shares.

 

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

 

You will have no right to participate in, or have any interest in, the future growth of Yunhong, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

 

If the Extension Amendment Proposal is not approved, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Yunhong’s warrants and Rights will expire worthless.

 

Appraisal Rights

 

There are no appraisal rights available to Yunhong’s shareholders in connection with the Extension Amendment Proposal.

 

22

 

 

Proxy Solicitation Costs

 

Yunhong is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Yunhong has engaged Advantage Proxy to assist in the solicitation of proxies for the Special Meeting. Yunhong and its directors, officers and employees may also solicit proxies on the Internet. Yunhong will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

 

Yunhong will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Yunhong will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Yunhong shareholders. Directors, officers and employees of Yunhong who solicit proxies will not be paid any additional compensation for soliciting.

 

Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders

 

When you consider the recommendation of the Board, Yunhong shareholders should be aware that aside from their interests as shareholders, the Yunhong Sponsor, certain members of the Board, officers and the initial shareholders of Yunhong have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Yunhong shareholders that they approve the Extension Amendment Proposal. Yunhong shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

 

  if the Extension Amendment Proposal is not approved, the Class B Ordinary Shares held by the Yunhong Sponsor, which were acquired for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 252,500 private placement units (the “Private Placement Units”) that were acquired simultaneously with the initial public offering for an aggregate purchase price of $2,520,000 (as they will expire). Assuming such Class B Ordinary Shares and Private Placement Units have a value equal to Public Shares and Public Units, such securities would have had an aggregate market value of approximately $20.23 million based on the last sale price of $10.28 and $9.90 of the Class A Ordinary Shares and Public Units, respectively, on the Nasdaq Capital Market on October 20, 2021;

 

  the fact that the Yunhong Sponsor, Yunhong’ directors, officers and initial shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial Business Combination;
     
  the fact that the Yunhong Sponsor, Yunhong’ directors, officers and initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the 1,725,000 founder shares and 252,500 Class A Ordinary Shares underlying the Private Placement Units held by them if Yunhong fails to complete an initial Business Combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;

 

  the fact that, at the option of the Yunhong Sponsor, any amounts outstanding under any other loans made by the Yunhong Sponsor or any of its affiliates to Yunhong in an aggregate amount up to $1,500,000 may be converted into units that are identical to the Private Placement Units at the option of the lender;

 

23

 

 

  the continued indemnification of Yunhong’s existing directors and officers and the continuation of Yunhong’s directors’ and officers’ liability insurance after the Business Combination;

 

  the fact that the Yunhong Sponsor, Yunhong’s officers and directors will lose their entire investment in Yunhong and will not be reimbursed for any out-of-pocket expenses if an initial Business Combination is not consummated on or before the Termination Date, and the Extension Amendment Proposal is not approved; and
     
  if the Trust Account is liquidated, including in the event Yunhong is unable to complete an initial Business Combination within the required time period, the Yunhong Sponsor has agreed to indemnify Yunhong to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Yunhong has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Yunhong, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

 

Additionally, if the Extension Amendment Proposal is approved and Yunhong consummates an initial Business Combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction.

 

PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL

 

Overview

 

Yunhong is proposing to amend its Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination to the Extended Date so as to give Yunhong additional time to complete the Business Combination. A copy of the proposed amendment to the Memorandum and Articles of Association of Yunhong is attached to this proxy statement as part of Annex A.

 

Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

 

If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

24

 

 

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented.

 

On the Record Date, the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the stock was sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.

 

Reasons for the Extension Amendment Proposal

 

Yunhong’s Memorandum and Articles of Association provide that Yunhong has until the Termination Date to complete a Business Combination. Yunhong and its officers and directors agreed that they would not seek to amend Yunhong’s Memorandum and Articles of Association to allow for a longer period of time to complete a Business Combination unless Yunhong provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of Yunhong shareholders that the Extension be obtained so that Yunhong will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

 

The Extension Amendment Proposal is essential to allowing Yunhong additional time to consummate the Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

If the Extension Amendment Proposal is Not Approved

 

If the Extension Amendment Proposal is not approved, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

 

25

 

 

The Yunhong Sponsor, the officers and directors and the initial shareholders of Yunhong have waived their rights to participate in any liquidation distribution with respect to the 1,725,000 founder shares and 252,500 Class A Ordinary Shares underlying the Private Placement Units held by them. There will be no distribution from the Trust Account with respect to Yunhong’s warrants or Rights, which will expire worthless in the event Yunhong dissolves and liquidates the Trust Account.

 

If the Extension Amendment Proposal is Approved

 

If the Extension Amendment Proposal is approved, Yunhong intends to file an amendment to the Memorandum and Articles of Association in the form of Annex A hereto to extend the time it has to complete a Business Combination until the Extended Date. Yunhong will then continue to attempt to consummate a Business Combination until the Extended Date. Yunhong will remain a reporting company under the Exchange Act and its Units, Class A Ordinary Shares, Public Warrants and Rights will remain publicly traded during this time.

 

If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

 

In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

Redemption Rights

 

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption.

 

26

 

 

In order to exercise your redemption rights, you must:

 

  if you hold Units, separate the underlying Public Shares, Public Warrants and Rights;
     

 

  on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

 

American Stock Transfer & Trust Company, LLC
6201 15th Avenue 

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

 

and

 

  deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Special Meeting.

 

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

 

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

 

Holders of outstanding Units must separate the underlying Public Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to American Stock Transfer & Trust Company, LLC, the transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

 

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

27

 

 

Each redemption of a Public Share by Yunhong’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $71,155,633.79 as of the Record Date. Prior to their exercising redemption rights, Yunhong shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

  

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

 

You will have no right to participate in, or have any interest in, the future growth of Yunhong, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

 

If Yunhong does not consummate an initial Business Combination on or before the Termination Date, and the Extension Amendment Proposal is not approved, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Yunhong’s warrants and Rights will expire worthless.

 

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

 

The following is a summary of the material U.S. federal income tax considerations for holders of the Company’s shares that elect to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:

 

  certain U.S. expatriates;
     
  traders in securities that elect mark-to-market treatment;
     
  S corporations;
     
  U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;
     
  financial institutions;
     
  mutual funds;
     
  qualified plans, such as 401(k) plans, individual retirement accounts, etc.;
     
  insurance companies;
     
  broker-dealers;
     
  regulated investment companies (or RICs);

 

28

 

 

  real estate investment trusts (or REITs);

 

  persons holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;
     
  persons subject to the alternative minimum tax provisions of the Code;
     
  tax-exempt organizations;
     
  persons that actually or constructively own 5 percent or more of the Company’s shares; and
     
  Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

 

If any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect partner of such partnership). If you are a partner of a partnership holding the Company’s securities, you should consult your tax advisor. This summary assumes that shareholders hold the Company’s securities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.

 

WE URGE HOLDERS OF YUNHONG SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

 

U.S. Federal Income Tax Considerations to U.S. Shareholders

 

This section is addressed to Redeeming U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal 1: The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:

 

  a citizen or resident of the United States;
     
  a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
     
  an estate whose income is subject to U.S. federal income taxation regardless of its source; or
     
  any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

 

Tax Treatment of the Redemption — In General

 

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for these purposes (which we will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined in that discussion, below.

 

A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants or rights). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

 

29

 

 

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our warrants and rights) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

 

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

 

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

 

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

 

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

 

Passive Foreign Investment Company Rules

 

A foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

 

30

 

 

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

 

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

 

any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and
     
  any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above.
     
    Under these special rules,
     
  the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares, rights or warrants;
     
  the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
     
  the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and
     
  the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

 

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our rights or warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

 

31

 

 

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

 

It is unclear if a Redeeming U.S. Holder would be permitted to make a QEF election with respect to its rights to acquire our shares. The remainder of this paragraph assumes that a QEF election is not available with respect to our rights. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such rights (other than pursuant to the terms of such rights), any gain recognized generally may be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that receives shares pursuant to such rights properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired pursuant to the terms of rights for purposes of the PFIC rules.

 

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

 

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

 

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

 

32

 

 

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares, rights or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

 

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our warrants.

 

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

 

If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

 

33

 

 

A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

 

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, rights and/or warrants should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

 

U.S. Federal Income Tax Considerations to Non-U.S. Shareholders

 

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal 1: The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.

 

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.”

 

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

 

  such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or
     
  such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

 

With respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S. Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will be taxed as discussed above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

 

Non-U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code.

 

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of their shares, rights or warrants.

 

34

 

 

Backup Withholding

 

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

 

  fails to provide an accurate taxpayer identification number;
     
  is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or
     
  in certain circumstances, fails to comply with applicable certification requirements.

 

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

 

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

 

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal and any redemption of your Public Shares.

 

Vote Required for Approval

 

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of Yunhong be amended and restated and replaced in its their entirety by the Third Amended and Restated Memorandum of Association and Fourth Amended and Restated Articles of Association of Yunhong, in substantially the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately" .

 

35

 

 

Recommendation of the Board

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT YUNHONG SHAREHOLDERS VOTE “FOR”

 

THE EXTENSION AMENDMENT PROPOSAL.

 

BUSINESS OF YUNHONG AND CERTAIN INFORMATION ABOUT YUNHONG

 

General

 

Yunhong is a blank check company formed as a Cayman Islands exempted company on January 10, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses.

 

On February 18, 2020, Yunhong consummated its initial public offering of 600,000 Units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Right to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination, plus 900,000 additional Units pursuant to the full exercise of the over-allotment option by the underwriters on February 24, 2020, at a price of $10.00 per Unit, generating an aggregate amount of gross proceeds of $69,000,000.

 

Simultaneously with the closing of the initial public offering and the closing of the over-allotment option, Yunhong issued to the Yunhong Sponsor 252,500 Private Placement Units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Right to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination, in a private placement (the “Private Placement”), generating gross proceeds of $2,525,000. Prior to the consummation of the initial public offering, the Yunhong Sponsor purchased 1,725,000 Class A Ordinary Shares for an aggregate purchase price of $25,000. Upon the closing of the initial public offering and Private Placement, $69,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the initial public offering and the Private Placement was placed in a U.S.-based trust account at Morgan Stanley, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, amended (the “Investment Company Act”), with a maturity of 180 days or less or in money market funds meeting the conditions of paragraph (d) under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

 

On February 10, 2021, May 13, 2021, and August 15, 2021, the period of time for Yunhong to consummate an initial Business Combination was extended, each time for an additional three-month period, ending on May 18, 2021, August 18, 2021, and November 18, 2021, respectively. $690,000 ($0.10 per share) was deposited into the Trust Account for each three month extension (or an aggregate of $2,070,000, or $0.30 per share). The deposits were each funded by a non-interest bearing unsecured convertible promissory note from Giga Carbon Neutrality Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“GCN”).

 

As of June 30, 2021, Yunhong had cash of $256 held outside the Trust Account, which is available for use by it to cover its costs associated with identifying a target business, negotiating a Business Combination, due diligence procedures and other general corporate uses.

 

If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through the Extended Date to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date. In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

 

36

 

 

BENEFICIAL OWNERSHIP OF SECURITIES

 

The following table sets forth information regarding the beneficial ownership of Yunhong’s Ordinary Shares as of October 20, 2021 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Yunhong’s Ordinary Shares, by:

 

  each person known by Yunhong to be the beneficial owner of more than 5% of Yunhong’s outstanding Ordinary Shares;
     
  each of Yunhong’s executive officers and directors that beneficially owns shares of Yunhong’s Ordinary Shares; and
     
  all Yunhong’s executive officers and directors as a group.

 

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

 

In the table below, percentage ownership is based on 8,944,500 ordinary shares, which includes 7,219,500 Class A ordinary shares, $0.001 par value per share, and 1,725,000 Class B ordinary shares, $0.001 par value per share, issued and outstanding, as of October 20, 2021. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of our Class B ordinary shares have the right to appoint all of our directors prior to our initial Business Combination and holders of our Class A ordinary shares are not entitled to vote on the appointment of directors during such time.

 

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them.

 

    Class A Ordinary Shares     Class B Ordinary Shares     Approximate  
Name and Address of Beneficial Owner(1)   Number of
Shares
Beneficially
Owned
    Approximate
Percentage
of Class
    Number of
Shares
Beneficially
Owned(2)
    Approximate
Percentage
of Class
    Percentage
of Outstanding
Ordinary
Shares
 
LF International Pte. Ltd. (3)     250,500       3.47 %     1,725,000       100.0 %     19.29 %
Yubao Li (3)     250,500       3.47 %     1,725,000       100.0 %     19.29 %
Patrick Orlando                              
Andrey Novikov                              
Baibing Li                              
Wan Zhang                              
Seydou Bouda                              
Hudson Bay Capital Management LP (4)     900,000       12.47 %                  
Faes Equities LLC (5)     766,611       10.62 %                  
Glazer Capital, LLC (6)     681,477       9.4 %                  
Mizuho Securities USA LLC (7)     622,213       7.0 %                  
Polar Asset Management Partners Inc. (8)     697,400       9.66 %                  
All directors and executive officers as a group (6 individuals)     250,500       3.47 %     1,725,000       100.0 %     19.29 %

 

*   Less than one percent

 

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

 

37

 

 

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment.

 

(3) Yubao Li, the Chairman of our Board of Directors, may be deemed to beneficially own shares held by our sponsor by virtue of his control over our sponsor, as its managing member. Yubao Li disclaims beneficial ownership of our ordinary shares held by our sponsor other than to the extent of his pecuniary interest in such shares. Each of our officers and directors is a member of our sponsor.

 

(4) According to Schedule 13G filed with the SEC on May 29, 2020, jointly by Hudson Bay Capital Management LP (the “Investment Manager”) and Sander Gerber, the parties reported that the Investment Manager may be deemed to be the beneficial owner of 900,000 Class A ordinary shares. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd. HB Strategies LLC, in whose name 900,000 Class A ordinary shares are held, is indirectly controlled by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. The business address of each reporting person is 777 Third Avenue, 30th Floor, New York, NY 10017.

 

(5) According to Schedule 13G/A filed with the SEC on July 12, 2021, jointly by Faes Equities LLC and Lawrence M. Faes, the parties reported that Faes Equities LLC and Mr. Faes may be deemed to beneficially own an aggregate of 766,611 Class A Ordinary Shares. The business address of each reporting person is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

 

(6) According to Schedule 13G filed with the SEC on February 16, 2021, jointly by Glazer Capital, LLC (“Glazer Capital”) and Paul J. Glazer, the parties reported that the Glazer Capital and Mr. Glazer may be deemed to be the beneficial owner of 681,477 Class A ordinary shares. Glazer Capital serves as investment manager to certain funds and managed accounts (collectively, the "Glazer Funds") which hold the 681,477 Class A ordinary shares. Mr. Glazer serves as the Managing Member of Glazer Capital. The business address of each reporting person is 250 West 55th Street, Suite 30A, New York, New York 10019.

 

(7) According to Schedule 13G filed with the SEC on February 12, 2021, by Mizuho Financial Group, Inc., Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the 622,213 Class A ordinary shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The business address of the reporting person is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

 

(8) According to Schedule 13G filed with the SEC on February 2, 2021, by Polar Asset Management Partners Inc. (“Polar Asset”), Polar Asset may be deemed to be the beneficial owner of 697,400 Class A ordinary shares. Polar Asset serves as the investment advisor to Polar Multi-Strategy Master Fund ("PMSMF") and certain managed accounts (together with PMSMF, "Polar Vehicles") with respect to the 697,400 Class A ordinary shares directly held by the Polar Vehicles. The business address of the reporting person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

 

FUTURE SHAREHOLDER PROPOSALS

 

If the Extension Amendment Proposal is approved, we anticipate that the 2021 annual general meeting will be held no later than December 31, 2021. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the shareholders at our 2021 annual general meeting, it must have submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our charter. Assuming the meeting is held on December 31, 2021, such proposals must have been received by us not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

 

If the Extension Amendment Proposal is not approved, there will be no annual general meeting in 2021.

 

38

 

 

HOUSEHOLDING INFORMATION

 

Unless Yunhong has received contrary instructions, Yunhong may send a single copy of this proxy statement to any household at which two or more shareholders reside if Yunhong believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Yunhong’s expenses. However, if shareholders prefer to receive multiple sets of Yunhong’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Yunhong’s disclosure documents, the shareholders should follow these instructions:

 

  if the shares are registered in the name of the shareholder, the shareholder should contact Yunhong at the following address and e-mail address:

 

Yunhong International
4 – 19/F, 126 Zhong Bei

 

Wuchang District, Wuhan, China 430061
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

 

  if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.

 

WHERE YOU CAN FIND MORE INFORMATION

 

Yunhong files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. Yunhong’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Yunhong’s filings with the SEC (excluding exhibits) at no cost by contacting Yunhong at the address and/or telephone number below.

 

If you would like additional copies of this proxy statement or Yunhong’s other filings with the SEC (excluding exhibits) or if you have questions about the proposal to be presented at the Special Meeting, you should contact Yunhong at the following address and e-mail address:

 

Yunhong International
4 – 19/F, 126 Zhong Bei

Wuchang District, Wuhan, China 430061
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

 

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Yunhong’s proxy solicitation agent at the following address, telephone number and e-mail address:

 

Advantage Proxy

Karen Smith

Tel: 206-870-8565

Email: ksmith@advantageproxy.com

 

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

 

If you are a Yunhong shareholder and would like to request documents, please do so by November 12, 2021, five business days prior to the Special Meeting, in order to receive them before the Special Meeting. If you request any documents from Yunhong, such documents will be mailed to you by first class mail or another equally prompt means.

 

39

 

  

ANNEX A

 

Companies Act (Revised)

 

Company Limited by Shares  

 

Yunhong International

 

 

Third amended and restated

 

memorandum of association

 

 

Adopted by special resolution passed on [  ] 2021

 

 

 

40

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Third Amended and Restated

 

Memorandum of Association

 

of

 

Yunhong International

 

Adopted by special resolution passed on [   ] 2021

 

1 The name of the Company is Yunhong International.

 

2 The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

 

3 The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

 

5 The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

6 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares.

 

7 The share capital of the Company is USD50,000 divided into 47,000,000 Class A Shares of par value USD0.001 each, 2,000,000 Class B Shares of par value USD0.001 each and 1,000,000 Preference Shares of par value USD0.001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:

 

  (a) to redeem or repurchase any of its shares; and

 

41

 

 

  (b) to increase or reduce its capital; and

 

  (c) to issue any part of its capital (whether original, redeemed, increased or reduced):

 

  (i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

  (ii) subject to any limitations or restrictions

 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

  (d) to alter any of those rights, privileges, conditions, limitations or restrictions.

 

8 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

42

 

 

Companies Act (Revised)

 

Company Limited by Shares  

 

Yunhong International

 

 

Fourth AMENDED & RESTATED ARTICLES

of association

 

 

Adopted by special resolution passed on [   ] 2021

 

I  

 

43

 

 

CONTENTS

 

1 Definitions, interpretation and exclusion of Table A 52
     
  Definitions 52
     
  Interpretation 55
     
  Exclusion of Table A Articles 56
     
2 Shares 56
     
  Power to issue Shares and options, with or without special rights 56
     
  Power to issue fractions of a Share 58
     
  Power to pay commissions and brokerage fees 58
     
  Trusts not recognised 58
     
  Power to vary class rights 58
     
  Effect of new Share issue on existing class rights 59
     
  Capital contributions without issue of further Shares 59
     
  No bearer Shares or warrants 59
     
  Treasury Shares 59
     
  Rights attaching to Treasury Shares and related matters 60
     
3 Register of Members 60
     
4 Share certificates 60
     
  Issue of share certificates 60
     
  Renewal of lost or damaged share certificates 61
     
5 Lien on Shares 62
     
  Nature and scope of lien 62
     
  Company may sell Shares to satisfy lien 62
     
  Authority to execute instrument of transfer 62
     
  Consequences of sale of Shares to satisfy lien 62
     
  Application of proceeds of sale 63

 

44

 

 

6 Calls on Shares and forfeiture 63
     
  Power to make calls and effect of calls 63
     
  Time when call made 63
     
  Liability of joint holders 64
     
  Interest on unpaid calls 64
     
  Deemed calls 64
     
  Power to accept early payment 64
     
  Power to make different arrangements at time of issue of Shares 64
     
  Notice of default 64
     
  Forfeiture or surrender of Shares 65
     
  Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 65
     
  Effect of forfeiture or surrender on former Member 65
     
  Evidence of forfeiture or surrender 65
     
  Sale of forfeited or surrendered Shares 65
     
7 Transfer of Shares 66
     
  Form of transfer 66
     
  Power to refuse registration 66
     
  Power to suspend registration 66
     
  Company may retain instrument of transfer 66
     
8 Transmission of Shares 66
     
  Persons entitled on death of a Member 66
     
  Registration of transfer of a Share following death or bankruptcy 67
     
  Indemnity 67
     
  Rights of person entitled to a Share following death or bankruptcy 67
     
9 Alteration of capital 67
     
  Increasing, consolidating, converting, dividing and cancelling share capital 67
     
  Dealing with fractions resulting from consolidation of Shares 68
     
  Reducing share capital 68

 

45

 

 

10 Redemption and purchase of own Shares 68
     
  Power to issue redeemable Shares and to purchase own Shares 68
     
  Power to pay for redemption or purchase in cash or in specie 69
     
  Effect of redemption or purchase of a Share 69
     
11 Class B Share Conversion 70
     
12 Meetings of Members 70
     
  Power to call meetings 70
     
  Content of notice 71
     
  Period of notice 72
     
  Persons entitled to receive notice 72
     
  Publication of notice on a website 72
     
  Time a website notice is deemed to be given 72
     
  Required duration of publication on a website 73
     
  Accidental omission to give notice or non-receipt of notice 73
     
13 Proceedings at meetings of Members 73
     
  Quorum 73
     
  Lack of quorum 73
     
  Use of technology 73
     
  Chairman 74
     
  Right of a director to attend and speak 74
     
  Adjournment 74
     
  Method of voting 74
     
  Taking of a poll 74
     
  Chairman's casting vote 75
     
  Amendments to resolutions 75
     
  Written resolutions 75
     
  Sole-member company 76

 

46

 

 

14 Voting rights of Members 76
     
  Right to vote 76
     
  Rights of joint holders 76
     
  Representation of corporate Members 76
     
  Member with mental disorder 77
     
  Objections to admissibility of votes 77
     
  Form of proxy 77
     
  How and when proxy is to be delivered 78
     
  Voting by proxy 79
     
15 Number of directors 79
     
16 Appointment, disqualification and removal of directors 79
     
  No age limit 79
     
  Corporate directors 79
     
  No shareholding qualification 79
     
  Appointment and removal of directors 79
     
  Resignation of directors 80
     
  Termination of the office of director 81
     
17 Alternate directors 81
     
  Appointment and removal 81
     
  Notices 82
     
  Rights of alternate director 82
     
  Appointment ceases when the appointor ceases to be a director 83
     
  Status of alternate director 83
     
  Status of the director making the appointment 83

 

47

 

 

18 Powers of directors 83
     
  Powers of directors 83
     
  Appointments to office 83
     
  Remuneration 84
     
  Disclosure of information 84
     
19 Delegation of powers 85
     
  Power to delegate any of the directors' powers to a committee 85
     
  Power to appoint an agent of the Company 85
     
  Power to appoint an attorney or authorised signatory of the Company 85
     
  Power to appoint a proxy 86
     
20 Meetings of directors 86
     
  Regulation of directors' meetings 86
     
  Calling meetings 86
     
  Notice of meetings 86
     
  Period of notice 86
     
  Use of technology 86
     
  Place of meetings 86
     
  Quorum 86
     
  Voting 87
     
  Validity 87
     
  Recording of dissent 87
     
  Written resolutions 87
     
  Sole director's minute 87
     
21 Permissible directors' interests and disclosure 87
     
  Permissible interests subject to disclosure 87
     
  Notification of interests 88
     
  Voting where a director is interested in a matter 88
     
22 Minutes 89

 

48

 

 

23 Accounts and audit 89
     
  Accounting and other records 89
     
  No automatic right of inspection 89
     
  Sending of accounts and reports 89
     
  Time of receipt if documents are published on a website 89
     
  Validity despite accidental error in publication on website 90
     
  Audit 90
     
24 Financial year 91
     
25 Record dates 91
     
26 Dividends 91
     
  Declaration of dividends by Members 91
     
  Payment of interim dividends and declaration of final dividends by directors 91
     
  Apportionment of dividends 92
     
  Right of set off 92
     
  Power to pay other than in cash 92
     
  How payments may be made 92
     
  Dividends or other moneys not to bear interest in absence of special rights 93
     
  Dividends unable to be paid or unclaimed 93
     
27 Capitalisation of profits 93
     
  Capitalisation of profits or of any share premium account or capital redemption reserve 93
     
  Applying an amount for the benefit of members 94
     
28 Share premium account 94
     
  Directors to maintain share premium account 94
     
  Debits to share premium account 94

 

49

 

 

29 Seal 94
     
  Company seal 94
     
  Duplicate seal 94
     
  When and how seal is to be used 95
     
  If no seal is adopted or used 95
     
  Power to allow non-manual signatures and facsimile printing of seal 95
     
  Validity of execution 95
     
30 Indemnity 95
     
  Indemnity 95
     
  Release 96
     
  Insurance 96
     
31 Notices 96
     
  Form of notices 96
     
  Electronic communications 97
     
  Persons authorised to give notices 97
     
  Delivery of written notices 97
     
  Joint holders 97
     
  Signatures 97
     
  Evidence of transmission 97
     
  Giving notice to a deceased or bankrupt Member 98
     
  Date of giving notices 98
     
  Saving provision 98
     
32 Authentication of Electronic Records 99
     
  Application of Articles 99
     
  Authentication of documents sent by Members by Electronic means 99
     
  Authentication of document sent by the Secretary or Officers of the Company by Electronic means 99
     
  Manner of signing 100
     
  Saving provision 100
     
33 Transfer by way of continuation 100

 

50

 

 

34 Winding up 101
     
  Distribution of assets in specie 101
     
  No obligation to accept liability 101
     
  The directors are authorised to present a winding up petition 101
     
35 Amendment of Memorandum and Articles 101
     
  Power to change name or amend Memorandum 101
     
  Power to amend these Articles 101
     
36 Mergers and Consolidations 101
     
37 Business Combination 101
     
38 Certain Tax Filings 104
     
39 Business Opportunities 105

 

51

 

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Fourth Amended & Restated Articles of Association

 

of

 

Yunhong International

 

Adopted by special resolution passed on [ ] 2021

 

1 Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1 In these Articles, the following definitions apply:

 

Amendment has the meaning ascribed to it in Article 37.11.

 

Amendment Redemption Event has the meaning ascribed to it in Article 37.11.

 

Applicable Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

 

Approved Amendment has the meaning ascribed to it in Article 37.11.

 

Articles means, as appropriate:

 

  (a) these articles of association as amended from time to time: or

 

  (b) two or more particular articles of these Articles;

 

and Article refers to a particular article of these Articles.

 

Audit Committee means the audit committee of the Company formed pursuant to Article 23.8 hereof, or any successor audit committee.

 

Auditor means the person for the time being performing the duties of auditor of the Company.

 

Automatic Redemption Event shall have the meaning given to it in Article 37.2.

 

Business Combination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value.

 

Business Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City (b) a Saturday or (c) a Sunday.

 

Cayman Islands means the British Overseas Territory of the Cayman Islands.

 

52

 

 

 

Class A Share means a Class A ordinary share of a par value of US$0.001 in the share capital of the Company.

 

Class B Share means a Class B ordinary share of a par value of US$0.001 in the share capital of the Company.

 

Clear Days, in relation to a period of notice, means that period excluding:

 

  (a) the day when the notice is given or deemed to be given; and

 

  (b) the day for which it is given or on which it is to take effect.

 

Clearing House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

 

Company means the above-named company.

 

Default Rate means 10% (ten per cent) per annum.

 

Designated Stock Exchange means any national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any Over- the-Counter market on which the Shares are listed for trading.

 

Electronic has the meaning given to that term in the Electronic Transactions Law (Revised) of the Cayman Islands.

 

Electronic Record has the meaning given to that term in the Electronic Transactions Law (Revised) of the Cayman Islands.

 

Electronic Signature has the meaning given to that term in the Electronic Transactions Law (Revised) of the Cayman Islands.

 

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

 

Fair Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination.

 

Fully Paid and Paid Up:

 

  (a) in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money's worth;

 

  (b) in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money's worth.

 

Independent Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

 

Initial Shareholders means the Sponsor, the directors and officers of the Company or their respective affiliates who hold Shares prior to the IPO.

 

53

 

 

IPO means the initial public offering of units, consisting of Shares and warrants of the Company and rights to receive Shares of the Company.

 

Law means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force.

 

Member means any person or persons entered on the Register of Members from time to time as the holder of a Share.

 

Memorandum means the memorandum of association of the Company as amended from time to time.

 

Officer means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

 

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

 

Over-Allotment Option means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 2.4) sold in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

 

Per-Share Redemption Price means:

 

  (a) with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account, but net of taxes payable and excluding up to US$50,000 of any interest earned to pay liquidation expenses (but including remaining interest) divided by the number of then outstanding Public Shares;

 

  (b) with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net of taxes payable, divided by the number of then outstanding Public Shares; and

 

  (c) with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account on the date that is two Business Days prior to the consummation of the Business Combination, including interest earned but net of taxes payable, divided by the number of then outstanding Public Shares.

 

Preference Share means a preference share of par value US$0.001 in the share capital of the Company.

 

Public Share means a Class A Share issued as part of the units issued in the IPO (as described in Article 2.4).

 

Redemption Offer has the meaning ascribed to it in Article 37.5(b).

 

Register of Members means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any branch or duplicate register of Members.

 

Registration Statement has the meaning ascribed to it in Article 37.10.

 

SEC means the United States Securities and Exchange Commission.

 

54

 

 

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

 

Share means a Class A Share, a Class B Share or a Preference Share in the share capital of the Company; and the expression:

 

  (a) includes stock (except where a distinction between shares and stock is expressed or implied); and

 

  (b) where the context permits, also includes a fraction of a share.

 

Special Resolution has the meaning given to that term in the Law; and the expression includes (a) a unanimous written resolution and (b) a Special Resolution passed in accordance with the provisions of Article 16.6.

 

Sponsor means LF International Pte. Ltd., being the sole Member immediately prior to the consummation of the IPO.

 

Sponsor Group means the Sponsor and its respective affiliates, successors and assigns.

 

Target Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.

 

Target Business Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

 

Tax Filing Authorised Person means such person as any director shall designate from time to time, acting severally.

 

Tender Redemption Offer has the meaning ascribed to it in Article 37.5(a).

 

Termination Date has the meaning given to it in Article 37.2.

 

Treasury Shares means Shares of the Company held in treasury pursuant to the Law and Article 2.16.

 

Trust Account shall mean the trust account established by the Company prior to the IPO and into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private placement of like units comprising like securities to those included in the IPO by the Company are deposited, interest on the balance of which may be released to the Company from to time to time to pay the Company’s income or other tax obligations, and up to US$50,000 of such interest on the balance of the Trust Account may also be released to pay the liquidation expenses of the Company if applicable.

 

Underwriter means an underwriter of the IPO from time to time, and any successor underwriter.

 

Interpretation

 

1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

 

  (a) A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes:

 

  (i) any statutory modification, amendment or re-enactment; and

 

  (ii) any subordinate legislation or regulations issued under that statute.

 

Without limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force from time to time as amended from time to time.

 

55

 

 

  (b) Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.

 

  (c) If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.

 

  (d) A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

 

  (e) A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

 

  (f) Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.

 

  (g) All references to time are to be calculated by reference to time in the place where the Company's registered office is located.

 

  (h) The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.

 

  (i) The words including, include and in particular or any similar expression are to be construed without limitation.

 

Exclusion of Table A Articles

 

1.3 The regulations contained in Table A in the First Schedule of the Law and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

 

2 Shares

 

Power to issue Shares and options, with or without special rights

 

2.1 Subject to the provisions of the Law and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide, save that the directors may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article 11. No Share may be issued at a discount except in accordance with the provisions of the Law.

 

56

 

 

2.2 Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

 

  (a) either at a premium or at par;

 

  (b) with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

 

2.3 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as the directors may decide.

 

2.4 The Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, on such terms and conditions as the directors may decide. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

 

2.5 Save and except for the rights referred to Article 11 and Article 16 and as otherwise set out in these Articles, and subject to Article 2.10 and the power of the directors to issue Preference Shares with such preferred rights as they shall determine pursuant to Article 2.2, each Share in the Company confers upon the Member:

 

  (a) subject to Article 35, the right to one vote at a meeting of the Members of the Company or on any resolution of Members;

 

  (b) the right to be redeemed on an Automatic Redemption Event in accordance with Article 37.2 or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article 37.5 or pursuant to an Amendment Redemption Event in accordance with Article 37.11;

 

  (c) a pro rata right in any dividend paid by the Company; and

 

  (d) subject to satisfaction of and compliance with Article 37, a pro rata right in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Article 37, the Public Shares shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are not Public Shares.

 

57

 

 

Power to issue fractions of a Share

 

2.6 Subject to the Law, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power to pay commissions and brokerage fees

 

2.7 The Company may, in so far as the Law permits, pay a commission to any person in consideration of that person:

 

  (a) subscribing or agreeing to subscribe, whether absolutely or conditionally; or

 

  (b) procuring or agreeing to procure subscriptions, whether absolute or conditional

 

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

 

2.8 The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

 

Trusts not recognised

 

2.9 Except as required by Applicable Law:

 

  (a) the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and

 

  (b) no person other than the Member shall be recognised by the Company as having any right in a Share.

 

Power to vary class rights

 

2.10 If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

 

  (a) the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or

 

  (b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

 

2.11 For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

 

58

 

 

  (a) the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

 

  (b) any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

 

2.12 Notwithstanding Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations set out in Article 35 in respect of amendments to the Memorandum and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound up, be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also be subject to compliance with Article 37.11.

 

Effect of new Share issue on existing class rights

 

2.13 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

 

Capital contributions without issue of further Shares

 

2.14 With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:

 

  (a) It shall be treated as if it were a share premium.

 

  (b) Unless the Member agrees otherwise:

 

  (i) if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares;

 

  (ii) if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

 

  (c) It shall be subject to the provisions of the Law and these Articles applicable to share premiums.

 

No bearer Shares or warrants

 

2.15 The Company shall not issue Shares or warrants to bearers.

 

Treasury Shares

 

2.16 Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as Treasury Shares and not treated as cancelled if:

 

59

 

 

  (a) the directors so determine prior to the purchase, redemption or surrender of those shares; and

 

  (b) the relevant provisions of the Memorandum and Articles and the Law are otherwise complied with.

 

Rights attaching to Treasury Shares and related matters

 

2.17 No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.

 

2.18 The Company shall be entered in the Register as the holder of the Treasury Shares. However:

 

  (a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

 

  (b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law.

 

2.19 Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

 

2.20 Treasury Shares may be disposed of by the Company in accordance with the Law and otherwise on such terms and conditions as the directors determine.

 

3 Register of Members

 

3.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Law.

 

3.2 The directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

 

3.3 The title to Public Shares may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the Register of Members may be maintained in accordance with Article 40B of the Law.

 

4 Share certificates

 

Issue of share certificates

 

4.1 A Member shall only be entitled to a share certificate if the directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the directors may determine. If the directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the directors may issue to any Member:

 

60

 

 

  (a) without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and

 

  (b) upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member's Shares.

 

4.2 Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.

 

4.3 Every certificate shall bear legends required under the Applicable Laws.

 

4.4 The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

 

Renewal of lost or damaged share certificates

 

4.5 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

 

  (a) evidence;

 

  (b) indemnity;

 

  (c) payment of the expenses reasonably incurred by the Company in investigating the evidence; and

 

  (d) payment of a reasonable fee, if any, for issuing a replacement share certificate

 

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

 

61

 

 

5 Lien on Shares

 

Nature and scope of lien

 

5.1 The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member's estate:

 

  (a) either alone or jointly with any other person, whether or not that other person is a Member; and

 

  (b) whether or not those moneys are presently payable.

 

5.2 At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

 

Company may sell Shares to satisfy lien

 

5.3 The Company may sell any Shares over which it has a lien if all of the following conditions are met:

 

  (a) the sum in respect of which the lien exists is presently payable;

 

  (b) the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and

 

  (c) that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

 

5.4 The Shares may be sold in such manner as the directors determine.

 

5.5 To the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

 

Authority to execute instrument of transfer

 

5.6 To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

 

Consequences of sale of Shares to satisfy lien

 

5.7 On sale pursuant to the preceding Articles:

 

  (a) the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and

 

62

 

 

  (b) that person shall deliver to the Company for cancellation the certificate for those Shares.

 

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

 

Application of proceeds of sale

 

5.8 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

 

  (a) if no certificate for the Shares was issued, at the date of the sale; or

 

  (b) if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation

 

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

 

6 Calls on Shares and forfeiture

 

Power to make calls and effect of calls

 

6.1 Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days' notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.

 

6.2 Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.

 

6.3 A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares.

 

Time when call made

 

6.4 A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

 

63

 

 

Liability of joint holders

 

6.5 Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

 

Interest on unpaid calls

 

6.6 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

 

  (a) at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

 

  (b) if no rate is fixed, at the Default Rate.

 

The directors may waive payment of the interest wholly or in part.

 

Deemed calls

 

6.7 Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

 

Power to accept early payment

 

6.8 The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

 

Power to make different arrangements at time of issue of Shares

 

6.9 Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

 

Notice of default

 

6.10 If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days' notice requiring payment of:

 

  (a) the amount unpaid;

 

  (b) any interest which may have accrued;

 

  (c) any expenses which have been incurred by the Company due to that person's default.

 

6.11 The notice shall state the following:

 

  (a) the place where payment is to be made; and

 

  (b) a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

 

64

 

 

Forfeiture or surrender of Shares

 

6.12 If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

 

6.13 The directors may accept the surrender for no consideration of any Fully Paid Share.

 

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

 

6.14 A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

 

Effect of forfeiture or surrender on former Member

 

6.15 On forfeiture or surrender:

 

  (a) the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and

 

  (b) that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

 

6.16 Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

 

  (a) all expenses; and

 

  (b) interest from the date of forfeiture or surrender until payment:

 

  (i) at the rate of which interest was payable on those moneys before forfeiture; or

 

  (ii) if no interest was so payable, at the Default Rate.

 

The directors, however, may waive payment wholly or in part.

 

Evidence of forfeiture or surrender

 

6.17 A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

 

  (a) that the person making the declaration is a director or Secretary of the Company, and

 

  (b) that the particular Shares have been forfeited or surrendered on a particular date.

 

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

 

Sale of forfeited or surrendered Shares

 

6.18 Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

 

65

 

 

7 Transfer of Shares

 

Form of transfer

 

7.1 Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities laws of the United States, a Member may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the directors, executed:

 

  (a) where the Shares are Fully Paid, by or on behalf of that Member; and

 

  (b) where the Shares are partly paid, by or on behalf of that Member and the transferee.

 

7.2 The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.

 

Power to refuse registration

 

7.3 If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4 on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

 

Power to suspend registration

 

7.4 The directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

 

Company may retain instrument of transfer

 

7.5 The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

 

8 Transmission of Shares

 

Persons entitled on death of a Member

 

8.1 If a Member dies, the only persons recognised by the Company as having any title to the deceased Members' interest are the following:

 

  (a) where the deceased Member was a joint holder, the survivor or survivors; and

 

  (b) where the deceased Member was a sole holder, that Member's personal representative or representatives.

 

8.2 Nothing in these Articles shall release the deceased Member's estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

 

66

 

 

Registration of transfer of a Share following death or bankruptcy

 

8.3 A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

 

  (a) to become the holder of the Share; or

 

  (b) to transfer the Share to another person.

 

8.4 That person must produce such evidence of his entitlement as the directors may properly require.

 

8.5 If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

 

8.6 If the person elects to transfer the Share to another person then:

 

  (a) if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

 

  (b) if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

 

8.7 All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

 

Indemnity

 

8.8 A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

 

Rights of person entitled to a Share following death or bankruptcy

 

8.9 A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

 

9 Alteration of capital

 

Increasing, consolidating, converting, dividing and cancelling share capital

 

9.1 To the fullest extent permitted by the Law, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

 

  (a) increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;

 

  (b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

 

  (c) convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;

 

  (d) sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

 

67

 

 

  (e) cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.

 

Dealing with fractions resulting from consolidation of Shares

 

9.2 Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:

 

  (a) sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company); and

 

  (b) distribute the net proceeds in due proportion among those Members.

 

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee's title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

 

Reducing share capital

 

9.3 Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

 

10 Redemption and purchase of own Shares

 

Power to issue redeemable Shares and to purchase own Shares

 

10.1 Subject to the Law and Article 37, and to any rights for the time being conferred on the Members holding a particular class of Shares, and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company may by its directors:

 

  (a) issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;

 

  (b) with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and

 

  (c) purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase.

 

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

 

68

 

 

10.2 With respect to redeeming or repurchasing the Shares:

 

  (a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 37.5;

 

  (b) Class B Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Class B Shares will at all times represent 20% of the Company’s issued Shares after the IPO; and

 

  (c) Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 37.5.

 

Power to pay for redemption or purchase in cash or in specie

 

10.3 When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares.

 

Effect of redemption or purchase of a Share

 

10.4 Upon the date of redemption or purchase of a Share:

 

  (a) the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

 

  (i) the price for the Share; and

 

  (ii) any dividend declared in respect of the Share prior to the date of redemption or purchase;

 

  (b) the Member's name shall be removed from the Register of Members with respect to the Share; and

 

  (c) the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

 

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

 

10.5 For the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a), 10.2(b) and 10.2(c) above shall not require further approval of the Members.

 

69

 

 

11 Class B Share Conversion

 

11.1 On the first business day following the consummation of the Company’s initial Business Combination, the issued Class B Shares shall automatically be converted into such number of Class A Shares as is equal, in the aggregate, on an as-converted basis, to 20% of the sum of:

 

  (a) the total number of Class A Shares issued and outstanding upon completion of the IPO (including pursuant to the Over-Allotment Option), plus

 

  (b) the sum of (i) the total number of Class A Shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued or rights issued or deemed issued , by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any warrants to be issued to the Sponsor in a private placement substantially concurrently with the closing of the IPO and upon conversion of working capital loans, if any, minus (ii) the total number of Public Shares redeemed pursuant to the Redemption Offer.

 

11.2 References in this Article to converted, conversion or exchange shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.

 

11.3 Notwithstanding anything to the contrary in this Article 11, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one. Each Class B Share shall convert into its pro rata number of Class A Shares as set forth in this Article 11. The pro rata share for each holder of Class B Shares will be determined as follows: Each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the issued Class B Shares shall be converted pursuant to this Article and the denominator of which shall be the total number of issued Class B Shares at the time of conversion.

 

11.4 The directors shall not allot or issue Class A Shares such that the number of authorised but unissued Class A Shares would at any time be insufficient to permit the conversion of all Class B Shares from time to time issued into Class A Shares.

 

12 Meetings of Members

 

Power to call meetings

 

12.1 To the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall be held no later than one year after the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the directors and the Company may, but shall not (unless required by the Law or the rules and regulations of the Designated Stock Exchange) be obliged to, in each year hold any other general meeting.

 

12.2 The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any).

 

12.3 Annual general meetings shall be held in New York, USA or in such other places as the directors may determine.

 

12.4 All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.

 

70

 

 

12.5 The directors may call a general meeting at any time.

 

12.6 If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

 

12.7 The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

 

12.8 The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

 

12.9 The requisition must also:

 

  (a) specify the purpose of the meeting.

 

  (b) be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners.

 

  (c) be delivered in accordance with the notice provisions.

 

12.10 Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.

 

12.11 Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.

 

12.12 Members seeking to bring business before the annual general meeting or to nominate candidates for election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

 

Content of notice

 

12.13 Notice of a general meeting shall specify each of the following:

 

  (a) the place, the date and the hour of the meeting;

 

  (b) if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;

 

  (c) subject to paragraph (d), the general nature of the business to be transacted; and

 

  (d) if a resolution is proposed as a Special Resolution, the text of that resolution.

 

71

 

 

12.14 In each notice there shall appear with reasonable prominence the following statements:

 

  (a) that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

 

  (b) that a proxyholder need not be a Member.

 

Period of notice

 

12.15 At least five Clear Days' notice of a general meeting must be given to Members, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

 

  (a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

 

  (b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

 

Persons entitled to receive notice

 

12.16 Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

 

  (a) the Members;

 

  (b) persons entitled to a Share in consequence of the death or bankruptcy of a Member; and

 

  (c) the directors.

 

Publication of notice on a website

 

12.17 Subject to the Law or the rules of the Designated Stock Exchange, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

 

  (a) the publication of the notice on the website;

 

  (b) the place on the website where the notice may be accessed;

 

  (c) how it may be accessed; and

 

  (d) the place, date and time of the general meeting.

 

12.18 If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice of the meeting.

 

Time a website notice is deemed to be given

 

12.19 A website notice is deemed to be given when the Member is given notice of its publication.

 

72

 

 

Required duration of publication on a website

 

12.20 Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates.

 

Accidental omission to give notice or non-receipt of notice

 

12.21 Proceedings at a meeting shall not be invalidated by the following:

 

  (a) an accidental failure to give notice of the meeting to any person entitled to notice; or

 

  (b) non-receipt of notice of the meeting by any person entitled to notice.

 

12.22 In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

 

  (a) in a different place on the website; or

 

  (b) for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

 

13 Proceedings at meetings of Members

 

Quorum

 

13.1 Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold 50% of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 

Lack of quorum

 

13.2 If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

 

  (a) If the meeting was requisitioned by Members, it shall be cancelled.

 

  (b) In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall be dissolved.

 

Use of technology

 

13.3 A person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting.

 

73

 

 

Chairman

 

13.4 The chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.

 

13.5 If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

 

Right of a director to attend and speak

 

13.6 Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company.

 

Adjournment

 

13.7 The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

 

13.8 Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days' notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

 

Method of voting

 

13.9 A resolution put to the vote of the meeting shall be decided on a poll.

 

Taking of a poll

 

13.10 A poll demanded on the question of adjournment shall be taken immediately.

 

13.11 A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.

 

13.12 The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.

 

13.13 A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

 

74

 

 

Chairman's casting vote

 

13.14 If the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

 

Amendments to resolutions

 

13.15 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

 

  (a) not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and

 

  (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

 

13.16 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

 

  (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

 

  (b) the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

 

13.17 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

 

Written resolutions

 

13.18 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

 

  (a) all Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;

 

  (b) all Members entitled so to vote :

 

  (i) sign a document; or

 

  (ii) sign several documents in the like form each signed by one or more of those Members; and

 

  (c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

 

13.19 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

 

75

 

 

13.20 The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

 

Sole-member company

 

13.21 If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

 

14 Voting rights of Members

 

Right to vote

 

14.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.

 

14.2 Members may vote in person or by proxy.

 

14.3 Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights.

 

14.4 A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.

 

14.5 No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

 

Rights of joint holders

 

14.6 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other joint holder.

 

Representation of corporate Members

 

14.7 Save where otherwise provided, a corporate Member must act by a duly authorised representative.

 

14.8 A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

 

14.9 The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

 

14.10 The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

 

76

 

 

14.11 Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

 

14.12 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

 

14.13 If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

 

Member with mental disorder

 

14.14 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member's receiver, curator bonis or other person authorised in that behalf appointed by that court.

 

14.15 For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

 

Objections to admissibility of votes

 

14.16 An objection to the validity of a person's vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

 

Form of proxy

 

14.17 An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.

 

14.18 The instrument must be in writing and signed in one of the following ways:

 

  (a) by the Member; or

 

  (b) by the Member's authorised attorney; or

 

  (c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

 

77

 

 

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

 

14.19 The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

 

14.20 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

 

How and when proxy is to be delivered

 

14.21 Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

 

  (a) In the case of an instrument in writing, it must be left at or sent by post:

 

  (i) to the registered office of the Company; or

 

  (ii) to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

 

  (b) If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

 

  (i) in the notice convening the meeting; or

 

  (ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

 

  (iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

 

14.22 Where a poll is taken:

 

  (a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll;

 

  (b) but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

 

78

 

 

14.23 If the form of appointment of proxy is not delivered on time, it is invalid.

 

Voting by proxy

 

14.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

 

15 Number of directors

 

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.

 

16 Appointment, disqualification and removal of directors

 

No age limit

 

16.1 There is no age limit for directors save that they must be aged at least 18 years.

 

Corporate directors

 

16.2 Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors' meetings.

 

No shareholding qualification

 

16.3 Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

 

Appointment and removal of directors

 

16.4 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a director or may by Ordinary Resolution of the holders of the Class B Shares remove any director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any director.

 

16.5 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove any director.

 

16.6 Article 16.4 may only be amended by a Special Resolution passed by Members representing at least 90% of the outstanding Shares who are eligible to vote and attend and vote in a general meeting of the Company's Members.

 

16.7 Without prejudice to the Company's power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. The directors shall have power at any time to remove any director.

 

79

 

 

16.8 Each director holds office for the term fixed by the Ordinary Resolution of the holders of the Class B Shares or fixed by the resolution of the directors appointing such director, as applicable, but such term shall not exceed two years.

 

16.9 Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

 

  (a) where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;

 

  (b) if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

 

  (i) the expression personal representatives of the last shareholder means:

 

  (A) until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and

 

  (B) after such grant of probate has been obtained, only such of those executors who have proved that will;

 

  (ii) without derogating from section 3(1) of the Succession Law (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate.

 

16.10 A remaining director may appoint a director even though there is not a quorum of directors.

 

16.11 No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

 

16.12 For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange.

 

Resignation of directors

 

16.13 A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

 

16.14 Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

 

80

 

 

Termination of the office of director

 

16.15 A director's office shall be terminated forthwith if:

 

  (a) he is prohibited by the law of the Cayman Islands from acting as a director; or

 

  (b) he is made bankrupt or makes an arrangement or composition with his creditors generally; or

 

  (c) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or

 

  (d) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;

 

  (e) without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or

 

  (f) all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors.

 

17 Alternate directors

 

Appointment and removal

 

17.1 Until the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination, Articles 17.2 to 17.5 inclusive shall apply.

 

17.2 Subject to Article 17.1, any director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;

 

  (b) if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 17.4(c)).

 

17.3 Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 17.4.

 

81

 

 

17.4 A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 17.2.

 

17.5 A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;

 

  (b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company's registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;

 

  (c) if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company's registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company's registered office (as appropriate) in readable form; or

 

  (d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

 

Notices

 

17.6 All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

 

Rights of alternate director

 

17.7 An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.

 

17.8 For the avoidance of doubt:

 

  (a) if another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and

 

  (b) if a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.

 

17.9 An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.

 

82

 

 

Appointment ceases when the appointor ceases to be a director

 

17.10 An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

 

Status of alternate director

 

17.11 An alternate director shall carry out all functions of the director who made the appointment.

 

17.12 Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.

 

17.13 An alternate director is not the agent of the director appointing him.

 

17.14 An alternate director is not entitled to any remuneration for acting as alternate director.

 

Status of the director making the appointment

 

17.15 A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.

 

18 Powers of directors

 

Powers of directors

 

18.1 Subject to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.

 

18.2 No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Law, following the consummation of the IPO Members may by Special Resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

 

Appointments to office

 

18.3 The directors may appoint a director:

 

  (a) as chairman of the board of directors;

 

  (b) as vice-chairman of the board of directors;

 

  (c) as managing director;

 

  (d) to any other executive office

 

for such period and on such terms, including as to remuneration, as they think fit.

 

18.4 The appointee must consent in writing to holding that office.

 

18.5 Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.

 

83

 

 

18.6 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.

 

18.7 Subject to the provisions of the Law, the directors may also appoint any person, who need not be a director:

 

  (a) as Secretary; and

 

  (b) to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries),

 

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

 

18.8 The Secretary or Officer must consent in writing to holding that office.

 

18.9 A director, Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor.

 

Remuneration

 

18.10 The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination.

 

18.11 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.

 

18.12 Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

 

Disclosure of information

 

18.13 The directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:

 

  (a) the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or

 

  (b) such disclosure is in compliance with the rules of any stock exchange upon which the Company's shares are listed; or

 

  (c) such disclosure is in accordance with any contract entered into by the Company; or

 

  (d) the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

 

84

 

 

19 Delegation of powers

 

Power to delegate any of the directors' powers to a committee

 

19.1 The directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are directors.

 

19.2 The delegation may be collateral with, or to the exclusion of, the directors' own powers.

 

19.3 The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.

 

19.4 Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.

 

Power to appoint an agent of the Company

 

19.5 The directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person's powers. The directors may make that appointment:

 

  (a) by causing the Company to enter into a power of attorney or agreement; or

 

  (b) in any other manner they determine.

 

Power to appoint an attorney or authorised signatory of the Company

 

19.6 The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

 

  (a) for any purpose;

 

  (b) with the powers, authorities and discretions;

 

  (c) for the period; and

 

  (d) subject to such conditions

 

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

 

19.7 Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

 

85

 

 

Power to appoint a proxy

 

19.8 Any director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.

 

19.9 Articles 17.1 to 17.5 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by directors.

 

19.10 A proxy is an agent of the director appointing him and is not an officer of the Company.

 

20 Meetings of directors

 

Regulation of directors' meetings

 

20.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

 

Calling meetings

 

20.2 Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.

 

Notice of meetings

 

20.3 Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.

 

Period of notice

 

20.4 At least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice with the consent of all directors.

 

Use of technology

 

20.5 A director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.

 

20.6 A director participating in this way is deemed to be present in person at the meeting.

 

Place of meetings

 

20.7 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

 

Quorum

 

20.8 The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one director.

 

86

 

 

Voting

 

20.9 A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.

 

Validity

 

20.10 Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

 

Recording of dissent

 

20.11 A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

 

  (a) his dissent is entered in the minutes of the meeting; or

 

  (b) he has filed with the meeting before it is concluded signed dissent from that action; or

 

  (c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

 

A director who votes in favour of an action is not entitled to record his dissent to it.

 

Written resolutions

 

20.12 The directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed by one or more of those directors.

 

20.13 Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy.

 

20.14 Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

 

Sole director's minute

 

20.15 Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.

 

21 Permissible directors' interests and disclosure

 

Permissible interests subject to disclosure

 

21.1 Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.

 

87

 

 

21.2 If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty in accordance with the next Article, he may:

 

  (a) be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or

 

  (b) be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

 

21.3 Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.

 

21.4 If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

 

Notification of interests

 

21.5 For the purposes of the preceding Articles:

 

  (a) a general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

 

  (b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

Voting where a director is interested in a matter

 

21.6 A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.

 

21.7 Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

 

88

 

 

22 Minutes

 

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.

 

23 Accounts and audit

 

Accounting and other records

 

23.1 The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

 

No automatic right of inspection

 

23.2 Members are only entitled to inspect the Company's records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

 

Sending of accounts and reports

 

23.3 The Company's accounts and associated directors' report or auditor's report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

 

  (a) they are sent to that person in accordance with the notice provisions: or

 

  (b) they are published on a website providing that person is given separate notice of:

 

  (i) the fact that publication of the documents has been published on the website;

 

  (ii) the address of the website; and

 

  (iii) the place on the website where the documents may be accessed; and

 

  (iv) how they may be accessed.

 

23.4 If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article.

 

Time of receipt if documents are published on a website

 

23.5 Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:

 

  (a) the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

 

  (b) the person is given at least five Clear Days' notice of the hearing.

 

89

 

 

Validity despite accidental error in publication on website

 

23.6 If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because:

 

  (a) those documents are, by accident, published in a different place on the website to the place notified; or

 

  (b) they are published for part only of the period from the date of notification until the conclusion of that meeting.

 

Audit

 

23.7 The directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine.

 

23.8 Without prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 

23.9 If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

 

23.10 The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 

23.11 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor.

 

23.12 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

 

23.13 Auditors shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general meeting of the Members.

 

90

 

 

24 Financial year

 

Unless the directors otherwise specify, the financial year of the Company:

 

  (a) shall end on 30th June in the year of its incorporation and each following year; and

 

  (b) shall begin when it was incorporated and on 1st July each following year.

 

25 Record dates

 

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

 

26 Dividends

 

Declaration of dividends by Members

 

26.1 Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors.

 

Payment of interim dividends and declaration of final dividends by directors

 

26.2 The directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.

 

26.3 Subject to the provisions of the Law, in relation to the distinction between interim dividends and final dividends, the following applies:

 

  (a) Upon determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.

 

  (b) Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

 

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

 

26.4 In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

 

  (a) If the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

 

91

 

 

  (b) The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

 

  (c) If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

 

Apportionment of dividends

 

26.5 Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Right of set off

 

26.6 The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

 

Power to pay other than in cash

 

26.7 If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

 

  (a) issue fractional Shares;

 

  (b) fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

 

  (c) vest some assets in trustees.

 

How payments may be made

 

26.8 A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

 

  (a) if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or

 

  (b) by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

 

26.9 For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

 

92

 

 

26.10 If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

 

  (a) to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

 

  (b) to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

 

26.11 Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

 

Dividends or other moneys not to bear interest in absence of special rights

 

26.12 Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

 

Dividends unable to be paid or unclaimed

 

26.13 If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company's name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

 

26.14 A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

 

27 Capitalisation of profits

 

Capitalisation of profits or of any share premium account or capital redemption reserve

 

27.1 The directors may resolve to capitalise:

 

  (a) any part of the Company's profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

 

  (b) any sum standing to the credit of the Company's share premium account or capital redemption reserve, if any.

 

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

 

  (a) by paying up the amounts unpaid on that Member's Shares;

 

  (b) by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

 

93

 

 

Applying an amount for the benefit of members

 

27.2 The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.

 

27.3 Subject to the Law, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

 

28 Share premium account

 

Directors to maintain share premium account

 

28.1 The directors shall establish a share premium account in accordance with the Law. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Law.

 

Debits to share premium account

 

28.2 The following amounts shall be debited to any share premium account:

 

  (a) on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and

 

  (b) any other amount paid out of a share premium account as permitted by the Law.

 

28.3 Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Law, out of capital.

 

29 Seal

 

Company seal

 

29.1 The Company may have a seal if the directors so determine.

 

Duplicate seal

 

29.2 Subject to the provisions of the Law, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

 

94

 

 

When and how seal is to be used

 

29.3 A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

 

  (a) by a director (or his alternate) and the Secretary; or

 

  (b) by a single director (or his alternate).

 

If no seal is adopted or used

 

29.4 If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

 

  (a) by a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the directors; or

 

  (b) by a single director (or his alternate); or

 

  (c) in any other manner permitted by the Law.

 

Power to allow non-manual signatures and facsimile printing of seal

 

29.5 The directors may determine that either or both of the following applies:

 

  (a) that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

 

  (b) that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

 

Validity of execution

 

29.6 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

 

30 Indemnity

 

Indemnity

 

30.1 To the extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

  (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary or Officer in or about the conduct of the Company's business or affairs or in the execution or discharge of the existing or former Secretary's or Officer's duties, powers, authorities or discretions; and

 

  (b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

 

95

 

 

 

No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

 

30.2 To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.

 

Release

 

30.3 To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person's own actual fraud, wilful default or wilful neglect.

 

Insurance

 

30.4 To the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's own dishonesty:

 

  (a) an existing or former director (including alternate director), Secretary or Officer or auditor of:

 

  (i) the Company;

 

  (ii) a company which is or was a subsidiary of the Company;

 

  (iii) a company in which the Company has or had an interest (whether direct or indirect); and

 

  (b) a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

 

31 Notices

 

Form of notices

 

31.1 Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

 

  (a) in writing signed by or on behalf of the giver in the manner set out below for written notices; or

 

  (b) subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

 

  (c) where these Articles expressly permit, by the Company by means of a website.

 

96

 

 

Electronic communications

 

31.2 Without limitation to Articles 17.2 to 17.5 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 19.8 to 19.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company in an Electronic Record if:

 

  (a) the directors so resolve;

 

  (b) the resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and

 

  (c) the terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the resolution was passed.

 

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

 

31.3 A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

 

Persons authorised to give notices

 

31.4 A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member.

 

Delivery of written notices

 

31.5 Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member's or director's registered address or the Company's registered office, or posted to that registered address or registered office.

 

Joint holders

 

31.6 Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.

 

Signatures

 

31.7 A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

 

31.8 An Electronic Record may be signed by an Electronic Signature.

 

Evidence of transmission

 

31.9 A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

 

97

 

 

31.10 A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

 

Giving notice to a deceased or bankrupt Member

 

31.11 A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

 

31.12 Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

 

Date of giving notices

 

31.13 A notice is given on the date identified in the following table.

 

Method for giving notices When taken to be given
Personally At the time and date of delivery
By leaving it at the member's registered address At the time and date it was left
If the recipient has an address within the Cayman Islands, by posting it by prepaid post to the street or postal address of that recipient 48 hours after it was posted
If the recipient has an address outside the Cayman Islands, by posting it by prepaid airmail to the street or postal address of that recipient 3 Clear Days after posting
By Electronic Record (other than publication on a website), to recipient's Electronic address Within 24 hours after it was sent
By publication on a website See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

 

Saving provision

 

31.14 None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written resolutions of Members.

 

98

 

 

32 Authentication of Electronic Records

 

Application of Articles

 

32.1 Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 32.2 or Article 32.4 applies.

 

Authentication of documents sent by Members by Electronic means

 

32.2 An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

 

  (a) the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

 

  (b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

  (c) Article 32.7 does not apply.

 

32.3 For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 32.7 applies.

 

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

 

32.4 An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

 

  (a) the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and

 

  (b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

  (c) Article 32.7 does not apply.

 

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

 

32.5 For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 32.7 applies.

 

99

 

 

Manner of signing

 

32.6 For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

 

Saving provision

 

32.7 A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

 

  (a) believes that the signature of the signatory has been altered after the signatory had signed the original document; or

 

  (b) believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

 

  (c) otherwise doubts the authenticity of the Electronic Record of the document

 

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

 

33 Transfer by way of continuation

 

33.1 The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

 

  (a) the Cayman Islands; or

 

  (b) such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

 

33.2 To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:

 

  (a) an application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

 

  (b) all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

 

100

 

 

34 Winding up

 

Distribution of assets in specie

 

34.1 If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Law, pass a Special Resolution allowing the liquidator to do either or both of the following:

 

  (a) to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;

 

  (b) to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

 

No obligation to accept liability

 

34.2 No Member shall be compelled to accept any assets if an obligation attaches to them.

 

The directors are authorised to present a winding up petition

 

34.3 The directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

 

35 Amendment of Memorandum and Articles

 

Power to change name or amend Memorandum

 

35.1 Subject to the Law and Article 35.2, the Company may, by Special Resolution:

 

  (a) change its name; or

 

  (b) change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

 

Power to amend these Articles

 

35.2 Subject to the Law and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part save that no amendment may be made to the Memorandum or Articles to amend:

 

  (a) Article 37 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out in Article 37.11; or

 

  (b) this Article 35.2 during the Target Business Acquisition Period.

 

36 Mergers and Consolidations

 

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Law) upon such terms as the directors may determine and (to the extent required by the Law) with the approval of a Special Resolution.

 

37 Business Combination

 

37.1 Articles 37.1 to 37.11 shall terminate upon consummation of any Business Combination.

 

37.2 The Company has until 21 months from the closing of the IPO to consummate a Business Combination, provided however that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 21 months of the closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to six months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. In the event that the Company does not consummate a Business Combination within 21 months from the closing of the IPO or within up to 27 months from the closing of the IPO (subject in the latter case to valid one month extensions having been made in each case (such date falling 21 months or up to 27 months, as applicable, after the closing of the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company's affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.

 

101

 

 

37.3 Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval.

 

37.4 Although not required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination.
   
37.5  

 

  (a) In the event that a Business Combination is consummated by the Company other than in connection with a shareholder vote under Article 37.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender Redemption Offer), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.

 

102

 

 

  (b) In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Article 37.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption Offer), the Company will, subject as provided below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the consent of the directors, more than fifteen percent (15%) of the total Public Shares sold in the IPO.

 

  (c) In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 37.5(a) or 37.5(b) or an Amendment Redemption Event under Article 37.11 if such redemptions would cause the Company to have net tangible assets of less than US$5,000,001 upon consummation of a Business Combination.

 

37.6 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account.

 

37.7 Prior to a Business Combination, the Company will not issue any securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.

 

37.8 The Business Combination must be approved by a majority of the Independent Directors. In the event the Company enters into a Business Combination with a company that is affiliated with the Sponsor or any of the directors or officers of the Company, the Company will obtain an opinion from an independent investment banking firm or independent accounting firm that such a Business Combination is fair to the holders of the Public Shares from a financial point of view.

 

103

 

 

37.9 The Company will not effectuate a Business Combination with another "blank cheque" company or a similar company with nominal operations.

 

37.10 Immediately after the Company's IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of the underwriter's over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) as is described in the Company's registration statement on Form S-1 filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance with this Article 37. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Article 37, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s tax obligations and up to US$50,000 of such interest may also be released from the Trust Account to pay any liquidation expenses of the Company if applicable.

 

37.11 In the event the directors of the Company propose any amendment to Article 37 or to any of the other rights of the Shares as set out at Article 2.5 prior to, but not for the purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance or timing of the Company’s obligations as described in this Article 37 to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is duly approved by a Special Resolution of the Members (an Approved Amendment), the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption Event), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer.

 

38 Certain Tax Filings

 

38.1 Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director or officer of the Company. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.

 

104

 

 

39 Business Opportunities

 

39.1 In recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners, managing members, employees and/or agents of one or more members of the Sponsor Group (each of the foregoing, a Sponsor Group Related Person) may serve as directors and/or officers of the Company; and (b) the Sponsor Group engages, and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions under this heading “Business Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Members and the Sponsor Group Related Persons, and the powers, rights, duties and liabilities of the Company and its officers, directors and Members in connection therewith.

 

39.2 To the fullest extent permitted by Applicable Law, the Sponsor Group and the Sponsor Group Related Persons shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the Sponsor Group or the Sponsor Group Related Persons, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, the Sponsor Group and the Sponsor Group Related Persons shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or officer of the Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such Sponsor Group Related Person solely in their capacity as an Officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis.

 

39.3 Except as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and the Sponsor Group, about which a director and/or officer of the Company who is also an Sponsor Group Related Person acquires knowledge.

 

39.4 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

 

105

 

 

PROXY CARD

 

 

GRAPHIC

SPECIAL MEETING OF SHAREHOLDERS OF YUNHONG INTERNATIONAL November 18, 2021 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/23351 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Shareholder Date: Signature of Shareholder Date: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 00030000000000000000 4 111821 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. 1. The Extension Amendment Proposal — To amend the amended and restated Memorandum and Articles of Association of Yunhong International (“Yunhong”) to extend the date by which Yunhong has to consummate a business combination from November 18, 2021 to May 18, 2022 (if Yunhong's sponsor chooses to extend the period of time to consummate a business combination by the full amount of time). A vote to abstain will have the same effect as a vote AGAINST proposal 1. The Shares represented by the Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR proposal 1 . If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion. FORAGAINSTABSTAIN

GRAPHIC

0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .---------------- 14475 YUNHONG INTERNATIONAL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Patrick Orlando and Yubao Li (each, a “Proxy”; collectively, the “Proxies”) as proxies, each with full power to act without the other and the power to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at the special meeting of shareholders of Yunhong International to be held on November 18, 2021 at 10:00 a.m., Eastern Time, at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in each Proxy’s discretion on such other matters as may properly come before the special meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSAL ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be signed on the reverse side) 1.1

GRAPHIC

Signature of Shareholder Date: Signature of Shareholder Date: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 00030000000000000000 4 111821 COMPANY NUMBER ACCOUNT NUMBER SPECIAL MEETING OF SHAREHOLDERS OF YUNHONG INTERNATIONAL November 18, 2021 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/23351 1. The Extension Amendment Proposal — To amend the amended and restated Memorandum and Articles of Association of Yunhong International (“Yunhong”) to extend the date by which Yunhong has to consummate a business combination from November 18, 2021 to May 18, 2022 (if Yunhong's sponsor chooses to extend the period of time to consummate a business combination by the full amount of time). A vote to abstain will have the same effect as a vote AGAINST proposal 1. The Shares represented by the Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR proposal 1 . If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion. FORAGAINSTABSTAIN INTERNET- Access “ www.voteproxy.com ” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE- Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON- You may vote your shares in person by attending the Special Meeting. GO GREEN- e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

 

Yunhong (NASDAQ:ZGYH)
Historical Stock Chart
From Jun 2022 to Jul 2022 Click Here for more Yunhong Charts.
Yunhong (NASDAQ:ZGYH)
Historical Stock Chart
From Jul 2021 to Jul 2022 Click Here for more Yunhong Charts.