Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2025

Feb 25, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

信銘生命科技集團有限公司
Aceso Life Science Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ALS EGM”) of Aceso Life Science Group Limited (“ALS”) will be held at 25/F, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 March 2025, at 11:00 a.m. for the following purposes of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of ALS:

ORDINARY RESOLUTION

“THAT:

(a) the placing agreement (the “Placing Agreement”) dated 3 October 2024 entered into between Hao Tian International Construction Investment Group Limited (“HTICI”) as issuer and Hao Tian International Securities Limited as placing agent in relation to the placing of up to 1,524,224,000 new ordinary shares of HK$0.01 in the capital of HTICI (the “Placing Share(s)”) on a best effort basis at the placing price of HK$0.4 per Placing Share, and transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

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(b) the directors of HTICI (the “Directors”) be and are hereby granted a specific mandate to exercise all the powers of HTICI to allot and issue the Placing Shares, subject to and in accordance with the terms and conditions set out in the Placing Agreement; and

(c) any one or more director(s) of ALS (each a “ALS Director”) be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal of ALS, where applicable) which he/ they consider(s) necessary, desirable or expedient to give effect to the Placing Agreement and transactions contemplated thereunder (including but not limited to the allotment and issue of the Placing Shares) and to agree with such variation, amendment or waiver as, in the opinion of the ALS Directors, in the interests of ALS and its shareholders as a whole.”

By order of the ALS Board
Aceso Life Science Group Limited
Zhiliang Ou
Executive Director

Hong Kong, 25 February 2025

Notes:

1. A yellow form of proxy for use in connection with the ALS EGM is enclosed.
2. A member entitled to attend and vote at ALS EGM (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead. A proxy need not be a member of ALS.
3. Where there are joint registered holders of any shares, any one of such persons may vote at the ALS EGM (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the ALS EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of ALS in respect of such share shall alone be entitled to vote in respect thereof.

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1. In order to establish entitlements to attend and vote at the ALS EGM, the register of members of ALS will be closed from Thursday, 13 March 2025 to Tuesday, 18 March 2025, both days inclusive, during which period no transfer of ALS Share(s) will be registered. All transfers of ALS Shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged with the branch share registrar and transfer office of ALS in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 12 March 2025.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of ALS in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the ALS EGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the ALS EGM or any adjourned meeting (as the case may be) should the member so wish.

4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the ALS Board comprises two executive directors, namely Dr. Zhiliang Ou, J. P. (Australia) and Mr. Fok Chi Tak; one non-executive director, namely Ms. Jiang Yang; and three independent non-executive directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing and Mr. Mak Yiu Tong.

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