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Sinco Pharmaceuticals Holdings Limited Proxy Solicitation & Information Statement 2009

May 20, 2009

51056_rns_2009-05-20_7e67f08d-1fe5-4ee8-add1-b5ba9853f7f0.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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(Incorporated in the Cayman Islands with limited liability) Website: www.sinobiopharm.com (Stock code: 1177)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sino Biopharmaceutical Limited (“the Company”) will be held at 10:30 a.m. (or as soon as thereafter as the annual general meeting of Sino Biopharmaceutical Limited convened for the same day and at the same place shall have concluded or been adjourned) on Monday, 8 June, 2009 at 7th Floor, Board Room, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT , subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):

  • (A) upon the recommendation of the directors of the Company (the “Directors”), the sum of not less than HK$18,866,406, being part of the Company’s share premium account, be capitalised and accordingly such sum be applied in paying up in full at par not less than 754,656,245 shares of HK$0.025 each in the capital of the Company (“Bonus Shares”), such Bonus Shares to be allotted and issued and distributed (subject to paragraph (C) below) credited as fully paid among the persons (the “allottees”) whose names appear on the registers of members of the Company at the close of business on Monday, 8 June, 2009 and whose addresses as shown in such registers are in Hong Kong or whose addresses as shown in such registers are outside Hong Kong if the Directors, based on legal opinions, do not consider it necessary or expedient to exclude any such shareholders of the Company on account either of the legal restrictions under the laws of the place of its registered address or the requirements of the relevant regulatory body or stock exchange in that place, on the basis of one Bonus Share for every three existing shares of HK$0.025 each in the capital of the Company (“Shares”) held and share certificates to such allottees in respect thereof be issued immediately;

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  • (B) such Bonus Shares shall not rank for the proposed final dividend in respect of the financial year ended 31 December, 2008 or the first quarter dividend for the three months ended 31 March, 2009 or the issue of Bonus Shares pursuant to the authority of this resolution but shall, subject to the Memorandum of Association and Articles of Association of the Company, rank pari passu in all other respects with the existing issued Shares;

  • (C) no fractional Bonus Shares shall be allotted and distributed as aforesaid, and the fractional entitlements shall be aggregated, rounded down to the nearest whole number and sold for the benefit of the Company; and

  • (D) the Directors be authorised to do all acts and things as may be necessary or expedient in relation to the bonus issue of Bonus Shares, including, but not limited to, determining the amount to be capitalized out of the share premium account of the Company and the number of Bonus Shares to be allotted and distributed in the manner referred to in paragraph (A) of this resolution.”

By Order of the Board Leung Sau Fung, Fanny Company Secretary

Hong Kong, 21 May, 2009

Notes:

  1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and vote in his stead. A proxy need not be a member of the Company.

  2. In order to be valid, the form of proxy must be deposited at the principal place of business of the Company at Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority not less than 48 hours before the time appointed for the holding of the meeting.

As at the date of this announcement, the Board of the Company comprises seven Executive Directors, namely Mr. Tse Ping, Mr. Zhang Baowen, Mr. Xu Xiaoyang, Mr. Tse Hsin, Ms. Cheng Cheung Ling, Mr. Tao Huiqi and Mr. He Huiyu and three Independent Non-Executive Directors, namely Mr. Lu Zhengfei, Mr. Li Dakui and Ms. Li Jun.

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