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Sands China Ltd. Proxy Solicitation & Information Statement 2021

Jan 5, 2021

50273_rns_2021-01-05_c34c6219-b3dd-4639-86d2-6946e94f752d.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.

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Asia Pacific Silk Road Investment Company Limited 亞太絲路投資有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 767)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘SGM’’) of Asia Pacific Silk Road Investment Company Limited (the ‘‘Company’’) will be held at 10: 30 a.m. on Friday, 29 January 2021 at 1/F., China Building, 29 Queen’s Road Central, Hong Kong for the following purposes:

SPECIAL RESOLUTIONS

  1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT

  • (i) subject to and conditional upon the approval of the proposed new name of the Company by the Registrar of Companies in Bermuda, the primary name of the Company be changed from ‘‘Asia Pacific Silk Road Investment Company Limited’’ to ‘‘Zhong Ji Longevity Science Group Limited’’, and ‘‘中基長壽科學 集團有限公司’’ be adopted as the secondary name of the Company in place of its existing Chinese name, ‘‘亞太絲路投資有限公司’’ (the ‘‘Proposed Change of Company Name’’); and

  • (ii) any Director and the company secretary of the Company, acting collectively and individually, be and are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take

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all such steps, for and on behalf of the Company, as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement the Proposed Change of Company Name.’’

  1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT, subject to and forthwith upon the Proposed Change of Company Name taking effect, the bye-laws of the Company (the ‘‘Bye-laws’’) be and are hereby amended as follows:

(a) Bye-law 1(A)

By deleting the existing definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’ in Bye-law 1(A) in its entirety and substituting therefor the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:

‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean ‘‘Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司’’ incorporated in Bermuda on the 9[th] day of May 1994;’’.’’

ORDINARY RESOLUTIONS

  1. ‘‘THAT Mr. Yan Li be re-elected as a director of the Company.’’

  2. ‘‘THAT Mr. Chan Wai Dune be re-elected as a director of the Company.’’

  3. ‘‘THAT Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung) be re-elected as a director of the Company.’’

By Order of the Board Asia Pacific Silk Road Investment Company Limited Yan Li

Chairman

5 January 2021

Registered office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Principal place of business in Hong Kong: Office A, 3/F., Man Lok Building No. 93 Bonham Strand Hong Kong

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Notes:

  1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the SGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the SGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

  2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the SGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the SGM in person, the form of proxy will be deemed to have been revoked.

  3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed certified copy of such power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the SGM or its adjournment (as the case may be).

  4. For determining the entitlement of the Members to attend and vote at the SGM, the register of members of the Company (‘‘Register of Members’’) will be closed from Tuesday, 26 January 2021 to Friday, 29 January 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the SGM, non-registered Members must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4: 30 p.m. on Monday, 25 January 2021.

  5. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolution set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.95(5) of the Listing Rules.

  6. Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of such joint holders so present whose name stands first in the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.

  7. (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 is hoisted or a black rainstorm warning signal is expected to be in force at any time between 7: 00 a.m. and 5: 00 p.m. on the date of the SGM, the SGM will be postponed and the Members will be informed of the date, time and venue of the postponed SGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

    • (b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the SGM and where conditions permit, the SGM will be held as scheduled.

    • (c) The SGM will be held as scheduled when a tropical cyclone typhoon signal no. 3 is hoisted or an amber or red rainstorm warning signal is in force.

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  • (d) After considering their own situations, the Members should decide on their own as to whether they would attend the SGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
  1. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the Directors are:

Executive Directors Mr. Yan Li (Chairman) Mr. Yeung Siu Keung Ms. Cao Xie Qiong

Independent non-executive Directors Mr. Chan Wai Dune Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung) Mr. To Langa Samuelson

Non-executive Directors Ms. Yu Yang Ms. Choi Ngai Wah

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