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Livzon Pharmaceutical Group Inc. Proxy Solicitation & Information Statement 2018

Dec 18, 2018

49967_rns_2018-12-18_b26d1a50-320a-403f-9c31-568c07e4c88d.pdf

Proxy Solicitation & Information Statement

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==> picture [254 x 81] intentionally omitted <==

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 1513)

REVISED PROXY FORM FOR THE 2019 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 7 JANUARY 2019 (REVISED PROXY FORM)

I/We [(Note][1)]

of

being the registered holder(s) of a total of (Note 2) A shares/H shares in the issued share capital of 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc.* (the “Company”), hereby appoint the Chairman of the meeting or of

to act as my/our proxy [(Note][3)] to attend and vote for me/us and on my/our behalf at the Company’s 2019 first extraordinary general meeting (the “EGM”) (and any adjournment thereof) to be held at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 2:00 p.m. on Monday, 7 January 2019, in accordance with the instructions indicated below.

Please tick in the appropriate box to indicate how you wish to vote [(Note][4)] .

SPECIAL RESOLUTIONS
FOR
AGAINST
ABSTAIN
1.
To consider and approve the amendments to the articles of association of the Company (updated).
2.
To consider and approve the general mandate for the Board to repurchase A shares of the Company.
3.
To consider and approve the general mandate for the Board to repurchase H shares of the Company.
Date:
Notes:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Signature (Note 5):

Please insert the full name(s) and address(es) in BLOCK CAPITALS.
Please delete as appropriate for the class of share(s), and insert the number of share(s) registered under your name(s). If no number is inserted, this Revised Proxy Form will be
deemed to relate to all the numbers and classes of shares of the Company registered under your name(s). If more than one proxy is so appointed, the appointment shall specify the
number and class of shares in respect of which each such proxy is so appointed.
If any proxy other than the Chairman is preferred, strike out “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any
Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more persons as his proxy to attend and vote in his stead. The proxy need not be a
Shareholder of the Company.
IMPORTANT: If you wish to vote for a resolution, please tick in the box marked “For”. If you wish to vote against a resolution, please tick in the box marked “Against”.
If you wish to abstain from voting on a resolution, please tick in the box marked “Abstain”. If no direction is given, your proxy may vote or abstain as he/ she thinks fit. Save
as otherwise indicated in this Revised Proxy Form by you, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than
those referred to in the notice convening the EGM. Any abstain vote will be counted in the calculation of the required majority. Where any shareholder is, under the rules
governing the listing of securities on the Stock Exchange of Hong Kong limited, required to abstain from voting on any particular resolution or restricted to vote only for or only
against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.
This Revised Proxy Form must be signed by the Shareholder or his/her/its attorney duly authorised in writing. Where the Shareholder is a legal person, the Revised Proxy Form
should be executed under its common seal or under the hand of its director or a legal representative or an attorney duly authorised to sign the same. If the Revised Proxy Form is
signed by an authorised person, the power of attorney or other documents of authorisation must be notarised. ANY ALTERATION MADE TO THIS REVISED PROXY FORM
MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted by the Company to the exclusion of the votes any other joint
holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
To be valid, this Revised Proxy Form and the notarised power of attorney or other documents of authorisation (if any) must be delivered to the Secretariat of the Board at
Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China (postal code: 519090) (for A Shareholders) or the H Share Registrar of the
Company, Tricor Investor Services Limited (for H Shareholders) of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the holding of
the EGM.
Completion and return of the Revised Proxy Form will not preclude you from attending and voting at the meeting and any adjournment thereof in person, and in such event, this
Revised Proxy Form shall be deemed to be revoked.
Unless otherwise indicated in the context in this Revised Proxy Form, capitalised terms defined in this Revised Proxy Form shall have the same meanings as defined in the Notice
and the Supplemental Notice of the 2019 First Extraordinary General Meeting dated 20 November 2018 and 19 December 2018 respectively.
Any shareholder who has already lodged the initial proxy form, which was sent by the Company to shareholders on 20 November 2018 (the “Initial Proxy Form”) with the
Company should note that:
(i)
if no Revised Proxy Form is lodged with the Company, the lodged Initial Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by such
shareholder, but the vote on Resolution 1 as set out in the Initial Proxy Form will be invalid. The proxy so appointed by the shareholder will be entitled to vote at his/her
discretion or to abstain from voting on Resolution 1 as set out in the supplemental notice of EGM which was published by the Company on 19 December 2018.
(ii)
if the correctly completed Revised Proxy Form is lodged with the Company before the Latest Time, the Initial Proxy Form previously lodged by such shareholder will be
revoked and superseded. The Revised Proxy Form, will then be treated as a valid proxy form lodged by the shareholder.
(iii)
if the Revised Proxy Form is lodged with the Company after the Latest Time, the Revised Proxy Form will be invalid, and the Initial Proxy Form previously lodged by the
shareholder (if any) will also be revoked. The vote casted by the purported proxy so appointed by invalid or revoked proxy form (whether appointed under the Initial
Proxy Form or the Revised Proxy Form) will not be counted in any poll to be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the
Revised Proxy Form after the Latest Time. If such shareholders wish to vote at the EGM, they will have to attend and vote at the EGM in person.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Revised Proxy Form (the “Purposes”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

* For identification purpose only