LifeTech Scientific Corporation — Proxy Solicitation & Information Statement 2018

Aug 17, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in LifeTech Scientific Corporation, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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LIFETECH SCIENTIFIC CORPORATION 先健科技公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1302)

PROPOSAL FOR GRANT OF SHARE OPTIONS TO A SUBSTANTIAL SHAREHOLDER AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM (as defined in this circular) to be held at Floor 8, LifeTech Building, Gaoxin South 1st Road, High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 14 September 2018 at 10:00 a.m. or any adjournment thereof is set out on pages 11 to 12 of this circular. A form of proxy for use at the EGM is enclosed.

Whether or not you are able to attend and vote in person at the EGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding such EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

This circular is published on the designated website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and on the Company’s website (http://www.lifetechmed.com).

17 August 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

“Announcement” the announcement of the Company dated 10 May 2018 in relation to the Proposed Grant

• “Articles of Association” the articles of association of the Company (as amended from time to time)

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors of the Company

• “Company” LifeTech Scientific Corporation, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board after being transferred from GEM on 6 November 2013 (Stock Code: 1302)

• “Director(s)” the director(s) of the Company or any one of them

• “EGM” the extraordinary general meeting of the Company to be held at Floor 8, LifeTech Building, Gaoxin South 1st Road, High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 14 September 2018 at 10:00 a.m. or any adjournment thereof for the purpose of considering and if thought fit, passing the ordinary resolution relating to the approval of the Proposed Grant

• “Eligible Participant(s)” eligible participant(s) as the Board may at its discretion decisions pursuant to the rules of the Share Option Scheme

• “GEM” Growth Enterprise Market of the Stock Exchange

• “Grant Date” 10 May 2018

• “Grantee(s)” any Eligible Participant(s) who accept(s) an offer in accordance with the terms of the Share Option Scheme

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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DEFINITIONS

“Independent Shareholders” Shareholders who are not connected to the Group under the Listing Rules “Latest Practicable Date” 10 August 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Main Board” Main Board of the Stock Exchange “Mr. XIE” Mr. XIE Yuehui, the Chairman, Chief Executive Officer, Executive Director and Substantial Shareholder of the Company “Option Share(s)” Share(s) to be granted upon the exercise of the Share Options “Proposed Grant” the conditional grant of the Share Options to Mr. XIE to subscribe for 33,268,000 Shares “Share(s)” the share(s) of US$0.00000125 each in the capital of the Company (or of such nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time) “Share Options” the share options(s) granted or to be granted under the Share Option Scheme “Share Option Scheme” the share option scheme of the Company adopted on 22 October 2011 (as amended by the unanimous written resolutions of the Board on 5 May 2015) “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules “Transfer of Listing” on 31 May 2013, an application was made by the Company to the Stock Exchange for the transfer of listing of all the Shares then in issue from the GEM to the Main Board. The approval-in-principle has been granted by the Stock Exchange on 28 October 2013 for the Shares to be listed on the Main Board and de-listed from the GEM, according to Rule 9A.09(6) of the Listing Rules. The Shares were delisted from the GEM on 5 November 2013 and are listed on the Main Board since 6 November 2013

“%”

per cent.

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LETTER FROM THE BOARD

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LIFETECH SCIENTIFIC CORPORATION 先健科技公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1302)

Executive Directors:

Mr. XIE Yuehui (Chairman and Chief Executive Officer) Mr. ZHANG Deyuan (President and Chief Technology Officer)

Mr. LIU Jianxiong (Vice President,

Registered Office in the Cayman Islands: PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Chief Financial Officer and Company Secretary)

Non-executive Director:

Mr. JIANG Feng

Independent Non-executive Directors:

Mr. LIANG Hsien Tse Joseph Mr. ZHOU Luming Mr. WANG Wansong

Principal place of business and address of headquarters: Cybio Electronic Building, Langshan 2nd Street, North Area of High-tech Park, Nanshan District, Shenzhen 518057, PRC

Principal place of business in Hong Kong registered under Part 16 of the Hong Kong Companies Ordinance: 31/F, 148 Electric Road, North Point, Hong Kong

17 August 2018

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR GRANT OF SHARE OPTIONS TO A SUBSTANTIAL SHAREHOLDER AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

References are made to the Announcement in relation to the Proposed Grant. As disclosed in the Announcement, the Board approved the grant of Share Options to certain Grantees to subscribe for a total of 201,280,000 Shares, subject to acceptances of the Grantees under the Share Option Scheme. Among the Share Options granted, Share Options to subscribe for 33,268,000 Shares were conditionally granted to Mr. XIE, being the Chairman, Chief Executive Officer, Executive Director and Substantial Shareholder of the Company, subject to the approval of the Independent Shareholders at the EGM.

The Share Option Scheme was adopted on 22 October 2011 and was amended by the unanimous written resolutions of the Board on 5 May 2015. Such amendment to the Share Option Scheme was made due to the Transfer of Listing and in order to ensure that the references and margin notes quoted and referred to therein are in compliance and consistent with the Listing Rules. Following the Transfer of Listing, the Share Option Scheme remains valid and effective, and has been implemented in compliance with Chapter 17 of the Listing Rules and no Share Option has been granted since the date of the Transfer of Listing. None of such amendment to the Share Option Scheme relates to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Grantees or the Eligible Participants. None of such amendment of the terms and conditions of the Scheme which are of a material nature or none of such amendment to the Share Option Scheme are to the terms of options granted (except where the alterations take effect automatically under the existing terms of the Scheme). None of such amendment to the Share Option Scheme has the effect to change the authority of the Board.

The purpose of this circular is to provide Shareholders with (i) further information in respect of the Proposed Grant; (ii) the recommendation of the Board, including all independent non-executive Directors, in relation to the Proposed Grant; and (iii) the notice of the EGM at which ordinary resolution will be proposed for the Independent Shareholders to consider and if thought fit, approve the Proposed Grant.

THE PROPOSED GRANT

As disclosed in the Announcement on 10 May 2018, the Board has approved the grant of Share Options to certain Grantees to subscribe for a total of 201,280,000 Shares, subject to acceptances of the Grantees under the Share Option Scheme.

Details of the Share Options granted are set out below:

Date of grant : 10 May 2018 Exercise price of the Share : HK$2.630 per Share, which represents the highest of:Options granted (i) the closing price of HK$2.630 per Share on the Grant Date, i.e. 10 May 2018;

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LETTER FROM THE BOARD

• (ii) the average closing price of HK$2.552 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five (5) business days immediately preceding the Grant Date;

• (iii) the nominal value of a Share of US$0.00000125.

• Number of Share Options : 201,280,000 (each Share Option shall entitle the holder granted thereof to subscribe for one Share)

• Validity period of the Share : 10 years from the Grant Date Options

• (i) First tranche (20% of the Share Options) is exercisable from 10 May 2019 to 9 May 2028;

• (ii) Second tranche (20% of the Share Options) is exercisable from 10 May 2020 to 9 May 2028;

• (iii) Third tranche (20% of the Share Options) is exercisable from 10 May 2021 to 9 May 2028;

• (iv) Fourth tranche (20% of the Share Options) is exercisable from 10 May 2022 to 9 May 2028;

• (v) Fifth tranche (20% of the Share Options) is exercisable from 10 May 2023 to 9 May 2028.

Among the Share Options granted above, 96,808,000 Share Options were granted to the Directors, chief executives and substantial shareholder of the Company, details of which are as follows:

			Percentage of the total	Percentage of the total
			number of Shares in
	Position(s) held with	Number of Share	**issue **	as at the Latest
Name	the Company	Options Granted	Practicable Date
XIE Yuehui	Chairman, Chief	33,268,000		0.77%
	Executive Officer,
	Executive Director and
	substantial shareholder
ZHANG Deyuan	President, Chief	38,720,000		0.89%
	Technology Officer and
	Executive Director
LIU Jianxiong	Vice President, Chief	24,820,000		0.57%
	Financial Officer,
	Company Secretary and
	Executive Director
	Total:	96,808,000		2.23%

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LETTER FROM THE BOARD

As Mr. XIE, Mr. ZHANG and Mr. LIU are executive Directors, the proposed grant of Share Options to Mr. XIE, Mr. ZHANG and Mr. LIU were approved by all the independent non-executive Directors on 10 May 2018 in accordance with Rule 17.04(1) of the Listing Rules. As Mr. XIE is also a Substantial Shareholder, the Proposed Grant is subject to the approval of the Independent Shareholders at the EGM.

Save as disclosed above, none of the Grantees or their respective associates is a Director, chief executive or substantial shareholder of the Company.

None of the Directors in the trustee of the Share Option Scheme or has direct or indirect interest in the trustee of the Share Option Scheme.

REASONS FOR THE GRANT OF SHARE OPTIONS

In order to recognize the past and continuous contribution of the Grantees (including Mr. XIE) to the business development and performance of the Group, the grant of Share Options to the Grantees, of which the Proposed Grant forms part, is to serve as an appreciation of the dedication and efforts of the Grantees and as an incentive for their continuing commitment and contribution to the growth of the Group in the future. Performance targets have to be achieved before the Share Options can be exercised.

The grant of Share Options serves as an incentive for their continuing commitment and to retain the talents in the Group, in particular to Mr. XIE who is our Chairman and Chief Executive Officer, so that sustainable operations of the Group can be maintained. As disclosed in the Company’s annual report for the year ended 31 December 2017, Mr. XIE is primarily responsible for our Group’s overall strategic planning, and the management of our Group’s business and has devoted his service to the Group for over 12 years. He led the Group to reach certain major achievements, including but not limited to the successful listing of the Company on GEM in 2011, the Transfer of Listing from GEM to the Main Board in 2013, and the rapid development of the Company’s business. Specifically, the basis of the number of Share Options to be granted to Mr. XIE (i.e. 33,268,000 Share Options) are based on the following consideration:

Over the past years, under the leadership of Mr. XIE, the Group has expanded its product range in three main product lines, including structural heart diseases business, peripheral vascular diseases business and cardiac pacing and electrophysiology business. With the innovation of technology, the Company entered the overseas market from domestic market successfully in order to shape the global landscape by providing Chinese technology support to the world. At the same time, Mr. XIE has made tremendous contribution to the Company in respect of the launch of a wide range of new products of the Company, including the following main products:

• (a) As LAmbre™LAA with our proprietary intellectual property rights was launched in Europe and China respectively in 2016 and 2017, it became the only LAA closure product from a Chinese brand sold in the global market currently.

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LETTER FROM THE BOARD

• (b) The HeartTone™implantable cardiac pacemaker has been approved by the China Food and Drug Administration (CFDA), which represented the innovation of the first domestically-made pacemaker system and provides Chinese patients with a new affordable and effective clinical solution.

• (c) The first human implantation of the IBS™sirolimus-eluting iron absorbable coronary stent system developed by LifeTech was performed successfully in 2018, which has been affirmed and highly praised by the experts in the industry. It also became the first and the only sirolimus-eluting iron absorbable coronary stent currently worldwide. Once it has been approved to be launched in the market, it will bring great benefits to a vast number of patients and create a new revenue stream for the Company.

Mr. XIE will lead the Company to continuously expand the Group’s product range and explore substantial business opportunities in the future, so as to enhance the Company’s competitiveness and market position in current key markets as well as selective new markets. As a responsible enterprise leader, Mr. XIE has also made substantial efforts in encouraging the Company to care for society and make contributions to the community. The Company has collaborated with the medical institutions globally to perform voluntary treatment and serve the patients in need by leveraging the proprietary medical technologies.

His past contribution to the Group can also be reflected in the favourable performance of the financial results of the Group, including the increase in turnover and operating profit, in the latest five years as disclosed in the Company’s previous annual reports.

Mr. XIE will continue to guide the Board in strategies development as well as overseeing the business operations and products innovation of the Group, and is expected to contribute to the future development of the Company in the following manner:

• (a) Launching products of the Company in a variety of countries;

• (b) Improving the research and development capabilities of the Company’s products and the standard of production; and

• (c) Seek new investments opportunities to strengthen the competitiveness of the Company.

As disclosed above, performance targets have to be achieved before the Share Options can be exercised and the quantity granted or to be granted to all the Grantees (including Mr. XIE) is to be justified by the performance targets. The Company will refer to the annual performance appraisal plan (年度績效考核方案) (the “ Plan ”) to measure the achievement of the performance targets of all the Grantees (including Mr. XIE). According to the Plan, all performance appraisals will be conducted based on the principles of consistency, objectivity, fairness, transparency and confidentiality. The performance of the Directors and the senior management of the Company will be assessed by their individual annual performance and the performance of the financial results of the Group for a given year. In order to determine the individual annual performance, certain factors will be considered, such as an individual’s core management ability, communication skill, implementation ability and innovation ability. Besides, the performance of the financial results of the Group for a given year will be compared to the Group’s performance of the previous financial year. Upon completion of the

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LETTER FROM THE BOARD

assessment, Mr. XIE will be graded with the performance standard in accordance with the Plan, which is categorised into four grades, including “A grade” for 90 points or more, “B grade” for 80 to 89 points, “C grade” for 70 to 79 points, “D grade” for 60 to 69 points，and “E grade” for less than 60 points.

Mr. XIE is only entitled to exercise the relevant tranche of Share Options for a given year when he achieves the required performance targets as appraised according to the Plan. In the event Mr. XIE fails to achieve the required performance targets for the given year, the relevant tranche of the Share Options which may otherwise be exercisable shall automatically lapse. The performance standard set for Mr. XIE in order for him to entitle to each tranche of Share Options is “B grade” or above.

LISTING RULES IMPLICATIONS

Pursuant to Rule 17.04(1) of the Listing Rules and the provisions of the Share Option Scheme, the grant of Share Options by the Company to any Director, chief executive, or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding independent non-executive Director who is the grantee of the Share Options concerned). On the Grant Date, the grant of Share Options to each of the above Directors, chief executives and substantial shareholder of the Company has been reviewed and approved by the independent non-executive Directors.

Further, pursuant to Rule 17.04(1) of the Listing Rules and the provisions of the Share Option Scheme, any grant of share options to a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, which would result in the Shares issued and to be issued upon exercise of all Share Options already granted and to be granted (including options exercised, cancelled and outstanding) under the Share Option Scheme or any other schemes of the Group to such person in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the Shares in issue; and (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million, such further grant of share options must be separately approved by shareholders in general meeting.

(i) Grant of Options to Mr. XIE

As at the Latest Practicable Date, Mr. XIE is the chairman, a chief executive officer, an executive Director and a substantial shareholder of the Company who is indirectly interested in 781,914,928 Shares, representing approximately 18.03% of the entire issued share capital of the Company through his wholly-owned company, Xianjian Advanced Technology Limited.

As the total number of Shares to be issued upon exercise of the Share Options offered to be granted to Mr. XIE represents in aggregate over 0.1% of the Shares in issue and having an aggregate value in excess of HK$5 million, based on the closing price of the Shares of HK$2.63 on the Grant Date, pursuant to Rule 17.04(1) of the Listing Rules, the grant of Share Options to Mr. XIE must be approved by the Independent Shareholders at the EGM at which all core connected persons of the Company (i.e. a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or a close associate (as defined under the Listing Rules) of any of them) shall abstain from voting in favour. Mr. XIE, his associates and all core connected persons of the Company must

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LETTER FROM THE BOARD

abstain from voting in favour of the resolution approving the Proposed Grant at the EGM to be convened by the Company. As at the Latest Practicable Date, the Directors were not aware that any Shareholders had stated their intention to vote against the resolution approving Proposed Grant at the EGM to be convened by the Company.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the core connected persons of the Company who held Shares as at 10 August 2018, being the Latest Practicable Date were as follows:

		Percentage of the
		Company’s issued
		share capital as at
		the Latest
Name of Shareholder	Number of shares	Practicable Date
Xianjian Advanced Technology Limited (Note 1)	781,914,928	18.03%
ZHANG Deyuan (Note 2)	63,135,240	1.46%
LIU Jianxiong (Note 3)	8,000,000	0.18%

Note 1: Xianjian Advanced Technology Limited is a company wholly owned by Mr. XIE.

Note 2: ZHANG Deyuan is an executive Director , president and the Chief Technology Officer of the Company.

Note 3: LIU Jianxiong is an executive Director , vice president, the Chief Financial Officer and company secretary of the Company.

THE EGM

The notice convening the EGM to be held at Floor 8, LifeTech Building, Gaoxin South 1st Road, High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 14 September 2018 at 10:00 a.m. or any adjournment thereof is set out on pages 11 to 12 of this circular for the purpose of considering and if thought fit, passing the ordinary resolution relating to the approval of the Proposed Grant.

Pursuant to Rules 13.39(4) and 13.39(5) of the Listing Rules, the voting on the proposed resolution at the EGM will be taken by way of a poll and an announcement on the poll results will be made by the Company after the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend and vote in person at the EGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding such EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board (including all the independent non-executive Directors but excluding Mr. XIE who is required to abstain from voting on the resolutions of the Board to approve the Proposed Grant) considers that the terms of the Proposed Grant are fair and reasonable so far as the Independent Shareholders are concerned, and that the Proposed Grant is in the best interests of the Company and the Shareholders as a whole. Therefore, the Board (including all the independent non-executive Directors but excluding Mr. XIE who is required to abstain from voting on the resolutions of the Board to approve the Proposed Grant) recommends the Independent Shareholders to vote in favour of the ordinary resolution relating to the Proposed Grant set out in the notice of the EGM on pages 11 and 12 of this circular.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board LifeTech Scientific Corporation XIE Yuehui

Chairman, Chief Executive Officer and Executive Director

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NOTICE OF EGM

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LIFETECH SCIENTIFIC CORPORATION 先健科技公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1302)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of LifeTech Scientific Corporation (the “ Company ”) will be held at Floor 8, LifeTech Building, Gaoxin South 1st Road, High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 14 September 2018 at 10:00 a.m. or any adjournment thereof for the purpose of considering and if thought fit, passing the following resolution, with or without modification, as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT the grant of share options (the “ Share Options ”) to Mr. XIE Yuehui (“ Mr. XIE ”), the Chairman, Chief Executive Officer, executive Director and substantial shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company, to subscribe for 33,268,000 ordinary shares of US$0.00000125 each in the share capital of the Company (the “ Shares ”) at an exercise price of HK$2.630 per Share under the share option scheme adopted by the Company on 22 October 2011 (as amended by the unanimous written resolutions of the Board on 5 May 2015) (the “ Share Option Scheme ”) and on the such terms as stipulated in the offer letter to Mr. XIE issued by the Company pursuant to the Share Option Scheme be and is hereby approved and THAT the directors of the Company be and are hereby authorised to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of the Share Options to Mr. XIE and the issue of Shares upon the exercise of the Share Options by Mr. XIE.”

By Order of the Board LifeTech Scientific Corporation

XIE Yuehui

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 17 August 2018

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NOTICE OF EGM

Notes:

1. A form of proxy for use at the EGM is enclosed.

2. Any member of the Company (“ Member ”) entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be delivered to the Company’s branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).

4. The Register of Members of the Company will be closed from 11 September 2018 to 14 September 2018 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify to attend the meeting, all share transfer accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 10 September 2018.

As at the date of this notice, the board of directors comprises Mr. XIE Yuehui, Mr. ZHANG Deyuan and Mr. LIU Jianxiong being executive Directors of the Company; Mr. JIANG Feng being a non-executive Director of the Company; and Mr. LIANG Hsien Tse Joseph, Mr. ZHOU Luming and Mr. WANG Wansong being independent non-executive Directors of the Company.

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