LifeTech Scientific Corporation — Proxy Solicitation & Information Statement 2019

Mar 6, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [54 x 54] intentionally omitted <==

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, No.22, Keji 12th Road South, High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 22 March 2019 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

“THAT:

• (a) the sale and purchase agreement dated 28 December 2018 (a copy of which is marked “A” and signed by the chairman of the Meeting for the purpose of identification) entered into by and among Synergy Summit Limited (the “ Vendor ”), Eternal Space Limited (the “ Purchaser ”), The Core Trust Company Limited and the Company in relation to the transfer of not more than 300,000,000 shares of the Company from the Vendor to the Purchaser (the “ Agreement ”) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one director of the Company (the “ Director ”) or (if affixing of seal is required) any two Directors be authorised for and on behalf of the Company, among others, to sign, execute, perfect, deliver (including under seal where applicable) all such other documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with:

  • (i) the Agreement and all other matters contemplated thereunder, and the closing and implementation thereof; and

−1 −

• (ii) the approval of any amendments or variations to the Agreement and/or the transactions contemplated thereunder or the granting of waivers of any matters contemplated thereby that are, in the Director’s opinion, of a non-material nature and are in the interests of the Company, including without limitation the signing (under the common seal of the Company where required or expedient) of any supplemental or ancillary agreements and instruments and the giving of any undertakings and confirmations for any such purposes, and all of such acts of the Director(s) as aforesaid be hereby approved, confirmed and ratified.”

By Order of the Board LifeTech Scientific Corporation XIE Yuehui Chairman, Chief Executive Officer and Executive Director

Hong Kong, 7 March 2019

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 Directors have fixed 4:30 p.m. on Tuesday, 19 March 2019 as the record time and date for ascertaining Shareholders’ entitlement to attend and vote at the EGM. All transfers of shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at the address set out at Note (3) above not later than 4:30 p.m. on Tuesday, 19 March 2019.

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; Mr. JIANG Feng being a non-executive Director; and Mr. LIANG Hsien Tse Joseph, Mr. WANG Wansong and Mr. ZHOU Luming being independent non-executive Directors.

−2 −