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Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2014
Oct 8, 2014
49967_rns_2014-10-08_254abdc8-7757-4207-b24e-ac807f371a30.pdf
Proxy Solicitation & Information Statement
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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.
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INDICATIVE ANNOUNCEMENT ON THE CONVENING OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2014
The Company and all the members of the board of directors confirm that all the information contained in this announcement is true, accurate and complete and that there is no false and misleading statement or material omission in this announcement.
The Article 80 of the Articles of Association of 麗珠醫藥集團股份有限公司Livzon Pharmaceutical Group Inc.* (hereinafter referred to as the “ Company ” and the “ Articles of Association ”) regulates that the Company shall calculate the number of voting shares represented by the shareholders intending to attend the shareholders’ general meeting based upon the written replies received 20 days prior to the shareholders’ general meeting. Where the number of voting shares held by shareholders intending to attend the shareholders’ general meeting does not reach one half of the total number of voting shares of the Company, the Company shall issue an announcement or use other means of communication as prescribed in these Articles of Association, to notify the shareholders of the matters to be discussed at the shareholders’ general meeting and the place, date and time of the meeting within 5 days. The Company may convene the shareholders’ general meeting after such announcement has been made.
As calculated by the Company based on written replies received by twenty days prior to the convening of the First Extraordinary General Meeting for the year 2014, the number of voting shares represented by shareholders who have indicated they will attend the First Extraordinary General Meeting for the year 2014 has not exceeded 50% of the total number of voting shares of the Company. In accordance with Article 80 of the Articles of Association, the Company hereby announces as a reminder details of the First Extraordinary General Meeting for the year 2014 as follows:
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Time at which the First Extraordinary General Meeting for the year 2014 of the Company will be convened: 2 p.m. on 24 October 2014.
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Venue for the First Extraordinary General Meeting for the year 2014 of the Company: Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China
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Matters to be considered at the First Extraordinary General Meeting for the year 2014 of the Company:
- (1) Ordinary Resolutions:
A. To consider and approve the Company to enter into a three-year continuing connected transactions framework agreement for 2014-2016 with Joincare Pharmaceutical Industry Group Co., Ltd.* (健康元藥業 集團股份有限公司).
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B. To consider and approve the appointment of Mr. Yang Daihong(楊代宏)as an executive director of the Company for the eighth session of the board of directors of the Company.
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(2) Special Resolution
C. To consider and approve the Company’s provision of a guarantee in respect of its wholly-owned subsidiary’s application of a credit facility.
Matters to be considered at the First Extraordinary General Meeting for the year 2014 of the Company are also available for reference in the circular dated 6 October 2014.
By order of the Board
麗珠醫藥集團股份有限公司
**Livzon Pharmaceutical Group Inc. ***
Yang Liang
Company Secretary
Zhuhai, China 8 October 2014
As at the date of this notice, the Executive Directors of the Company are Mr. Tao Desheng (Vice Chairman and President) and Mr. Fu Daotian (Vice President); the Non-executive Directors of the Company are Mr. Zhu Baoguo (Chairman), Mr. Qiu Qingfeng and Mr. Zhong Shan; the Independent Non-executive Directors of the Company are Mr. Xu Yanjun, Mr. Yang Bin, Mr. Guo Guoqing, Mr. Wang Xiaojun and Mr. Yu Xiong.
* For identification purpose only