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PW Medtech Group Limited Proxy Solicitation & Information Statement 2020

Nov 20, 2020

49875_rns_2020-11-20_25ec3a60-ef10-4ef9-a790-b65dd112960f.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 notice, 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 notice.

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

REVISED NOTICE OF THE EXTRAORDINARY GENERAL MEETING

References are made to (i) the circular of PW Medtech Group Limited (the ‘‘Company’’) dated November 16, 2020; (ii) the notice of the extraordinary general meeting of the Company (originally scheduled to be convened on Friday, December 4, 2020) (the ‘‘EGM’’) dated November 16, 2020; and (iii) the announcements of the Company dated November 19, 2020 and November 20, 2020 in relation to, among others, the Merger Voting Undertaking and the postponement of the EGM. Unless otherwise defined, capitalized terms used in this revised notice shall have the same meanings as those defined in the supplemental circular (the ‘‘Supplemental Circular’’) of the Company dated November 23, 2020.

REVISED NOTICE IS HEREBY GIVEN that the EGM will be postponed to be held at 10:00 a.m. on Tuesday, December 8, 2020 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the following amended ordinary resolutions:

ORDINARY RESOLUTIONS

  1. ‘‘THAT:

  2. (a) the Effective Disposal through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out), together with the Transaction Documents, the Merger Voting Undertaking and the transactions contemplated and facilitated thereunder (including the Disposals and the Cash Out), be and are hereby confirmed, approved and ratified; and

  3. (b) the executive director of the Company be and is hereby authorized on behalf of the Company to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) as she may, in her absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, or to ensure smooth implementation of and to give effect to the Effective Disposal, the Disposals, the Cash Out, the Transaction Documents, the Merger Voting Undertaking and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree to such alterations, amendments and additions thereto as the executive director of the Company may, in her absolute discretion, consider necessary, desirable or expedient in the interests of the Company.’’

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  1. To declare the proposed Special Dividend of approximately US$0.2034 per Share (equivalent to approximately HK$1.5764 per Share for illustration purpose) (subject to the closing of the Disposals), and the Board be and is hereby authorised to effect the payment of the proposed Special Dividend in HK$ at the relevant exchange rate on December 8, 2020 and to do all acts and things and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the payment of the proposed Special Dividend on or around January 20, 2021.

Yours faithfully, By order of the Board PW Medtech Group Limited 普華和順集團公司 Yue’e Zhang

Chairman & Chief Executive Officer

Hong Kong, November 23, 2020

Notes:

  1. The Supplemental Circular setting out the details of the above amended ordinary resolutions has been despatched to the Shareholders on November 23, 2020.

  2. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more (if the relevant member holds more than one share) proxies to attend and vote on its/his/her behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

  3. The Revised Form of Proxy in connection with the above amended ordinary resolutions is enclosed with the Supplemental Circular.

Important: The Revised Form of Proxy will revoke and supersede the Original Form of Proxy enclosed with the Circular. Shareholders who have submitted the Original Form of Proxy to the branch share registrar of the Company in Hong Kong must note that the Original Form of Proxy will no longer be applicable to the EGM and voting on the proposed ordinary resolutions as set out in the Original Notice of EGM.

To be valid, the Revised Form of Proxy together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  1. The register of members of the Company will be closed during the following periods and during these periods, no transfer of the shares of the Company will be registered:

  2. (i) To attend and vote at the EGM

To ascertain Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, December 1, 2020 to Tuesday, December 8, 2020 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by

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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 3 above) for registration no later than 4:30 p.m. (Hong Kong time), on Monday, November 30, 2020.

  • (ii) To qualify for the proposed Special Dividend

To ascertain Shareholders’ entitlement to the proposed Special Dividend, the register of members of the Company will be closed from Tuesday, December 22, 2020 to Thursday, December 24, 2020 (both days inclusive), during which period no share transfer will be effected. In order to qualify for the proposed Special Dividend, 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 3 above) for registration no later than 4:30 p.m. (Hong Kong time), on Monday, December 21, 2020.

As of the date of this notice, the Board comprises one executive Director, namely, Ms. Yue’e Zhang; two non-executive Directors, namely, Mr. Jiang Liwei and Mr. Lin Junshan; and three independent non-executive Directors, namely, Mr. Wang Xiaogang, Mr. Zhang Xingdong and Mr. Chen Geng.

For the purpose of this notice, unless otherwise stated, the conversion of US$ into HK$ is calculated by using an exchange rate of US$1.00 equal to HK$7.7504. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

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