AI assistant
PW Medtech Group Limited — Proxy Solicitation & Information Statement 2024
Nov 19, 2024
49875_rns_2024-11-19_3a1246dd-488d-4315-a5cc-9da11a190df1.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of PW Medtech Group Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) will be held at 10:30 a.m. on Thursday, December 12, 2024 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the People’s Republic of China for the purposes of considering and, if thought fit, passing the following resolution:
ORDINARY RESOLUTION
-
‘‘THAT
-
(a) the renewed sales of medical devices framework agreement dated October 18, 2024 (the ‘‘Renewed Sales of Medical Devices Framework Agreement’’) entered into between the Company and Lepu Medical Technology (Beijing) Co., Ltd. (樂普(北京)醫療器械股份有限公 司) (‘‘Lepu Medical’’, together with its subsidiaries, the ‘‘Lepu Medical Group’’) for the sales of medical devices from the Group to the Lepu Medical Group, and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;
-
(b) the estimated maximum values of for the total amount payable by Lepu Medical Group to the Group under the Renewed Sales of Medical Devices Framework Agreement for each of the three years ending December 31, 2025, 2026 and 2027 (the ‘‘Annual Caps’’) be and are hereby approved and confirmed; and
-
(c) any 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 Renewed Sales of Medical Devices Framework 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
– 1 –
expedient for the purposes of giving effect to or in connection with the Renewed Sales of Medical Devices Framework Agreement and the transactions contemplated thereunder, and the Annual Caps.’’
Your 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 20, 2024
Notes:
-
Any member of the Company entitled to attend and vote at the EGM (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.
-
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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 (i.e. not later than 10:30 a.m. (Hong Kong time) on Tuesday, December 10, 2024) 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 EGM and, in such event, the form of proxy shall be deemed to be revoked.
-
To ascertain shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Monday, December 9, 2024 to Thursday, December 12, 2024 (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 Friday, December 6, 2024.
-
References to time and dates in this notice are to Hong Kong time and dates.
As at 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. Chen Geng and Ms. Wang Fengli.
– 2 –