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Sihuan Pharmaceutical Holdings Group Ltd. — Proxy Solicitation & Information Statement 2017
Oct 4, 2017
49228_rns_2017-10-04_bde9d8fe-b9b0-4717-bcdb-1c92c81dc23b.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.
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SIHUAN PHARMACEUTICAL HOLDINGS GROUP LTD. 四環醫藥控股集團有限公司
(incorporated in Bermuda with limited liability)
(Stock code: 0460)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the special general meeting of Sihuan Pharmaceutical Holdings Group Ltd. (the “ Company ”) will be held at Room 4905, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 24 October 2017 at 3 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
ORDINARY RESOLUTION
“ THAT the share option scheme of the Company (the “ Share Option Scheme ”), the rules of which are presented at the meeting and, for the purpose of identification, signed by the chairman of the meeting and summarized in the circular of the Company dated 9 October 2017, be hereby approved and adopted and the directors of the Company be and are hereby authorized to do all such acts and to entered into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Share Option Scheme including without limitation:
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(a) administering, modifying, interpreting the Share Option Scheme and granting options under the Share Option Scheme;
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(b) modifying and/or amending the rules of the Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Share Option Scheme relating to modification and/or amendment and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”);
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(c) issuing and allotting from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of the Options granted under the Share Option Scheme; and
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- (d) making application at the appropriate time or times to the Stock Exchange for the listing of, and permission to deal in, any Shares or any part thereof that may from time to time be issued and allotted pursuant to the exercise of the Options granted under the Share Option Scheme.”
Yours faithfully, By Order of the Board Sihuan Pharmaceutical Holding Group Ltd. Che Fengsheng Chairman and Executive Director
Hong Kong, 4 October 2017
Notes:
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(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.
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(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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(iii) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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(iv) The transfer books and register of members will be closed from Thursday, 19 October 2017 to Tuesday, 24 October 2017, both days inclusive in order to determine the entitlement of shareholders to attend and vote at the above meeting, during which period no share transfers can be registered. In order to qualify for attending and voting at the SGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 18 October 2017.
As at the date of this notice, the executive directors of the Company are Dr. Che Fengsheng (Chairman), Dr. Guo Weicheng (Deputy Chairman and Chief Executive Officer) and Mr. Meng Xianhui; the non-executive directors of the Company are Dr. Zhang Jionglong and Mr. Homer Sun; and the independent non-executive directors of the Company are Mr. Patrick Sun, Mr. Tsang Wah Kwong and Mr. Zhu Xun.
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