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PW Medtech Group Limited — Proxy Solicitation & Information Statement 2020
Nov 13, 2020
49875_rns_2020-11-13_03e1bde6-39cb-40a0-af09-8a26c0ca5efd.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 THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of PW Medtech Group Limited (普華和順集團公司) (the ‘‘Company’’) will be held at 10:00 a.m. on Friday, December 4, 2020 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated November 16, 2020.
ORDINARY RESOLUTIONS
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‘‘THAT
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(a) the Transaction Documents and all the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified; and
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(b) the executive director of the Company be and is hereby authorized on behalf of the Company to do all such acts and sign all such documents and to enter into all such transactions and arrangements as may be necessary or expedient in order to ensure smooth implementation of and to give effect to the Transaction Documents and the transactions contemplated thereunder.’’
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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 4, 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 16, 2020
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Notes:
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Any member of the Company entitled to attend and vote at the EGM 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 54, 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 EGM or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Wednesday, December 2, 2020). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM and, in such event, the form of proxy shall be deemed to be revoked.
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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:
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(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 Friday, December 4, 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 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 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 2 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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