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PW Medtech Group Limited — Proxy Solicitation & Information Statement 2017
Nov 13, 2017
49875_rns_2017-11-13_004fb80e-6756-40a9-b205-f15a0b488938.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.
PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1358)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of PW Medtech Group Limited (the ‘‘Company’’) will be held at 10:00 a.m. on Friday, December 1, 2017 at 1002– 1003, Block C, Focus Square, No. 6 Futong East Avenue, Wangjing, Chaoyang District, Beijing, The People’s Republic of China for the purposes of considering and, if thought fit, passing the following resolution:
ORDINARY RESOLUTION
‘‘THAT
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(a) the share exchange agreement dated October 12, 2017 (the ‘‘Share Exchange Agreement’’) entered into between the Company and China Biologic Products Holdings, Inc. (‘‘CBPO’’), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;
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(b) the investor rights agreement (the ‘‘Investor Rights Agreement’’) to be entered into between the Company and CBPO at the closing of the Share Exchange Agreement, and the transactions contemplated thereunder, be and are hereby approved and any one director of the Company be authorized to sign the same on behalf of the Company; and
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(c) any one director of the Company be and is hereby authorized on behalf of the Company to do all such acts and sign, execute, seal (where required) and deliver the Investor Rights Agreement and all such other documents and to take all such steps as the directors of the Company in their discretion may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Share Exchange Agreement and the Investor Rights Agreement and the transactions contemplated thereunder.’’
By order of the Board PW Medtech Group Limited 普华和順集团公司 Yue’e Zhang
Chairman
Hong Kong, November 14, 2017
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Notes:
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Any member of the Company entitled to attend and vote at the Meeting (or any adjournment thereof) is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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.
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In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong (i.e. 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 the holding of the Meeting (i.e. not later than 10:00 a.m. (Hong Kong time) on Wednesday, November 29, 2017) or any adjournment thereof (as the case may be). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.
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To ascertain shareholders’ eligibility to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, November 28, 2017 to Friday, December 1, 2017 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (at its address shown in Note 2 above) for registration no later than 4:30 p.m. (Hong Kong time), on Monday, November 27, 2017.
As at the date of this announcement, the board of directors of the Company comprises two executive directors, namely, Ms. Yue’e Zhang and Mr. Jiang Liwei; one non-executive director, namely Mr. Lin Junshan; and three independent nonexecutive directors, namely, Mr. Zhang Xingdong, Mr. Chen Geng and Mr. Wang Xiaogang.
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