Full Press Release Details
Majestic Ideal Holdings Ltd
22/F, China United Plaza, 1002-1008, Tai Nan
Cheung Sha Wan, Kowloon, Hong Kong
PROXY STATEMENT AND NOTICE OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
| To the shareholders of | September 3, 2025 | |
| Majestic Ideal Holdings Ltd | Hong Kong |
You are cordially invited to attend the extraordinary
general meeting of the shareholders of Majestic Ideal Holdings Ltd (the "Company"), which will be held at 11:00 a.m.
(UTC+8:00 (HKT)), on September 12, 2025 (the "Extraordinary General Meeting"). The Extraordinary General Meeting will
be held at the Company's office at 7/F, China United Plaza, 1002-1008, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong.
Shareholders will be able to attend the meeting in-person and vote.
The matters to be acted upon at the Extraordinary
General Meeting are described in the Proxy Statement and Notice of Extraordinary General Meeting of Shareholders.
YOUR VOTE IS VERY IMPORTANT. WHETHER
OR NOT YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY ON THE INTERNET OR BY MAIL. IF
YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE EXTRAORDINARY GENERAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF
YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE EXTRAORDINARY GENERAL MEETING, PLEASE CONTACT
YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
| By order of the Board of Directors | ||
| MAJESTIC IDEAL HOLDINGS LTD | ||
| /s/ Yuk Yin Judy Li | ||
| Name: | Yuk Yin Judy Li | |
| Title: | Chairperson of the Board of Directors |
NOTICE OF EXTRAORDINARY GENERAL MEETING OF
| TIME: | 11:00 a.m (UTC+8:00 (HKT)), on September 12, 2025 |
| PLACE: | 7/F, China United Plaza, 1002-1008, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong. |
| ITEMS OF BUSINESS: | ||
| As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as special resolutions: | ||
| PROPOSALS: | 1. | "That: |
| Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the Company's English company name be changed from "Majestic Ideal Holdings Ltd" to "Ping An Biomedical Co., Ltd." and its dual foreign name in Chinese be changed from " " to " " (" Proposed Change of Company Name ") with effect from the date of entry of the new English name and the dual foreign name in Chinese of the Company on the register maintained by the Registrar of Companies in the Cayman Islands and the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands; and | ||
| 2. | "That: | |
| any one director, the secretary, and/or the registered office provider of the Company be instructed to notify the Registrar of Companies in the Cayman Islands of any special resolution so passed, to make any necessary filings in relation thereto, and to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name. |
| WHO MAY VOTE: | You may vote if you were a shareholder of record on August 22, 2025. |
| DATE OF MAILING: | This notice, and proxy statement are first being mailed to shareholders on or about September 3, 2025. |
| By order of the Board of Directors | ||
| MAJESTIC IDEAL HOLDINGS LTD | ||
| /s/ Yuk Yin Judy Li | ||
| Name: | Yuk Yin Judy Li | |
| Title: | Chairperson of the Board of Directors |
ABOUT THE EXTRAORDINARY GENERAL MEETING OF
What am I voting on?
You will be voting on the following proposals
conditional upon the approval of the Registrar of Companies in the Cayman Islands, the Company's English company name be changed
from "Majestic Ideal Holdings Ltd" to "Ping An Biomedical Co., Ltd." and its dual foreign name in Chinese be
("Proposed Change of Company Name") with effect from the date of entry of the new English name and the dual foreign
name in Chinese of the Company on the register maintained by the Registrar of Companies in the Cayman Islands and the date on which the
certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands; and
the secretary, and/or the registered office provider of the Company be instructed to notify the Registrar of Companies in the Cayman
Islands of any special resolution so passed, to make any necessary filings in relation thereto, and to do all such acts and things and
execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation
of and giving effect to the Proposed Change of Company Name.
Who is entitled to vote?
You may vote if you owned ordinary shares of
the Company as of the close of business on August 22, 2025, which we refer to as the "Record Date". Each ordinary share is
entitled to one vote. As of August 22, 2025, we had 20,500,000 ordinary shares issued and outstanding.
What is the difference between holding shares
as a shareholder of record and as a beneficial owner?
Certain of our Shareholders hold their shares
in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized
below, there are some distinctions between shares held of record and those owned beneficially. Shareholder
of Record/Registered Shareholders
If, on the Record Date, your shares were registered
directly in your name with our transfer agent, VStock Transfer LLC, you are a "Shareholder of Record" who may vote at the
Extraordinary General Meeting, and we are sending these proxy materials directly to you. As the Shareholder of Record, you have the right
to direct the voting of your shares by returning the enclosed proxy card to us in order to instruct your proxy(ies) to attend and vote
in person at the Extraordinary General Meeting or to vote in person at the Extraordinary General Meeting. Whether or not you plan to
attend the Extraordinary General Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
If, on the Record Date, your shares were held
in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held "in
street name," and these proxy materials are being forwarded to you by your broker or nominee who is considered the Shareholder
of Record for purposes of voting at the Extraordinary General Meeting. As the beneficial owner, you have the right to direct your broker
on how to vote your shares and to attend the Meeting. However, since you are not the Shareholder of Record, you may not vote these shares
in person at the Extraordinary General Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder.
To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this
request, you can still vote by using the voting instruction card enclosed with this proxy statement in order to instruct your proxy(ies)
to attend and vote in person at the Extraordinary General Meeting; however, you will not be able to vote in person at the Extraordinary
How do I vote before the Extraordinary
If you are a registered shareholder, meaning
that you hold your shares in certificate form, you have the following voting options:
Can I change my mind after I return
You may change your vote at any time before the
close at the conclusion of voting on a show of hands at the Extraordinary General Meeting. You may do this by (1) signing another
proxy card with a later date and returning it to us not less than forty-eight (48) hours before the time for holding the Extraordinary
General Meeting at which the person named in such instrument proposes to vote, or (2) voting at the Extraordinary General Meeting
if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.
What if I return my proxy card but do
not provide voting instructions?
Proxies that are signed and returned but do not
contain instructions will be voted "FOR" the proposal(s) concerned in accordance with the best judgment of the named
proxies on any other matters properly brought before the Extraordinary General Meeting when your proxy(ies) attend and vote in person
at the Extraordinary General Meeting.
What does it mean if I receive more than
one proxy card or instruction form?
It indicates that your ordinary shares are registered
differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or
sign and return all proxy cards, and have you or your proxy(ies) attend Extraordinary General Meeting in person. We encourage you to
register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker
and request consolidation.
How many votes must be present to hold the
Extraordinary General Meeting?
Your shares are counted as present at the Extraordinary
General Meeting if you attend the Extraordinary General Meeting and vote in person or if you properly return a proxy by internet or mail.
In order for us to conduct our Extraordinary General Meeting, at the commencement of the Extraordinary General Meeting, there are two
(2) registered shareholders entitled to vote and present in person (or, in the case of a registered shareholder being a corporation,
by its duly authorised representative) or by proxy representing in excess of 50% of the total issued voting shares in the Company throughout
the Extraordinary General Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of
establishing a quorum at the Extraordinary General Meeting. If a quorum is not present or represented, the chairman of the Extraordinary
General Meeting may adjourn the Extraordinary General Meeting to the same day in the next week and at such time and place or to
such other day, time or place as the board of directors of the Company may determine.
How many votes are needed to approve the Company's
The Proposal requires affirmative ("FOR")
votes of a majority of not less than two-thirds of votes cast by shareholders present or represented by proxy and entitled to vote at
the Extraordinary General Meeting.
What are Abstentions and Broker Non-Votes?
All votes will be tabulated by the inspector