Sino-Life Group Limited — Proxy Solicitation & Information Statement 2018

Mar 28, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in Sino-Life Group Limited (the ‘‘Company’’), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

This circular is despatched together with the 2017 Annual Report of the Company, which contains the directors’ report, the independent auditor’s report and the audited statements of the Company and its subsidiaries for the year ended 31 December 2017.

A notice convening an annual general meeting (the‘‘AGM’’) of the Company to be held at Room 1703–1704, Worldwide House, 19 Des Voeux Central, Central, Hong Kong at 11: 00 a.m. on 16 May 2018, Wednesday is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

This circular will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for 7 days from the date of its publication and on the website of the Company at http://www.sinolifegroup.com.

29 March 2018

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE ‘‘EXCHANGE’’)

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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TABLE OF CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extend General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Register of Ｍembers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — Details of Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . .	11
NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘2017 Annual Report’’ the audited financial statements and the reports of the Directors and of the auditor of the Company for the year ended 31 December 2017

• ‘‘AGM’’ the annual general meeting of the Company to be held at Room 1703–1704, Worldwide House, 19 Des Voeux Central, Central, Hong Kong at 11: 00 a.m. on 16 May 2018, Wednesday

• ‘‘Articles of the articles of association of the Company Association’’

• ‘‘associates’’ has the meanings ascribed to it under the GEM Listing Rules ‘‘Board’’ the board of Directors ‘‘Company’’ Sino-Life Group Limited, a company incorporated in the Cayman Islands with limited liability and the share of which are listed on GEM

• ‘‘Director(s)’’ the director(s) of the Company ‘‘GEM’’ GEM operated by the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administration Region of the People’s Republic of China

• ‘‘Issue Mandate’’ the issue mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of total number of shares in issue of the Company as at the date of passing the relevant resolution for approving the issue mandate

• ‘‘Latest Practicable 26 March 2018, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• ‘‘Main Board’’ the stock market operated by the Stock Exchange prior to the establishment of GEM (excluding the options market) and which stock market continues to be operated by the Stock Exchange in parallel with GEM

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DEFINITIONS

• ‘‘Repurchase Mandate’’ the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of shares in issue of the Company as at the date of passing of the resolution approving the repurchase mandate

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

• ‘‘Shareholder(s)’’ registered holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs as amended from time

• ‘‘%’’ per cent

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LETTER FROM THE BOARD

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SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

Executive Directors: Mr. XU Jianchun (Chairman) Mr. LIU Tien-Tsai

Independent non-executive Directors:

Mr. CHAI Chung Wai Mr. SUN Fei Mr. LEE Koon Hung

Registered office: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road P.O. Box 32052 Grand Cayman KY1-1208 Cayman Islands

Principal place of business in Hong Kong: Unit 1303, 13/F., Austin Tower, 22–26 Austin Avenue, Tsimshatsui, Hong Kong

29 March 2018

To the Shareholders,

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM to be held at Room 1703–1704, Worldwide House, 19 Des Voeux Central, Central, Hong Kong at 11: 00 a.m. on 16 May 2018, Wednesday, ordinary resolutions will be proposed to approve, inter alia, (i) the Repurchase Mandate; (ii) the Issue Mandate; (iii) the extension of the Issue Mandate; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the grant of the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate, and the re-election of retiring Directors, and to give you the notice of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to grant the Repurchase Mandate to the Directors to enable them to repurchase shares subject to the criteria set out in this circular. Shareholders should note that the maximum number of Shares that may be repurchased is up to 10% of the total number of Shares in issue of the Company in issue at the date of passing of such resolution. The Repurchase Mandate to repurchase Shares will remain in effect until whichever is the earliest of (i) the date of the next annual general meeting; (ii) the date by which the next annual general meeting is required to be held by law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Set out in Appendix I to this circular is the explanatory statement which is required by the GEM Listing Rules to be sent to Shareholders in connection with the proposed Repurchase Mandate. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to allot, issue and deal with new Shares, otherwise than by way of rights or any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the Company or any shares of the Company issued as scrip dividends pursuant to the memorandum and articles of association of the Company. New Shares may be issued with an aggregate nominal value not exceeding 20% of the total number of Shares in issue of the Company in issue on the date of the resolution approving the Issue Mandate. The Issue Mandate to issue shares will remain in effect until whichever is the earliest of (i) the date of the next annual general meeting; (ii) the date by which the next annual general meeting is required to be held by law or the articles of association of the Company; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

As at the Latest Practicable Date, the Company had an aggregate of 742,500,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Issue Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot and issue up to 148,500,000 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000, divided into 10,000,000,000 Shares, of which 742,500,000 Shares are in issue and fully paid.

EXTEND GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed that the Issue Mandate will be extended by the addition to the total number of Shares in issue of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of Shares in issue of the Company repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount will not exceed 10% of the total number of Shares in issue on the date of the resolution approving the Issue Mandate.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.2 of the Articles of Association, as Mr. XU Jianchun and Mr. SUN Fei were appointed after the last general meeting of the Company, they shall be subject to election by Shareholders at the first general meeting, being the AGM, after their appointments. In accordance with article 16.18 of the Articles of Association, Mr. LEE Koon Hung shall retire from office as Director. All of them, being eligible, will offer themselves for re-election at the AGM.

Particulars relating to the Directors who offer themselves for re-election are set out in Appendix II to this circular.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 11 May 2018, Friday to 16 May 2018, Wednesday (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending at the AGM to be held on 16 May 2018, Wednesday, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on 10 May 2018, Thursday.

THE AGM

A notice convening the AGM to be held at Room 1703–1704, Worldwide House, 19 Des Voeux Central, Central, Hong Kong at 11: 00 a.m. on 16 May 2018, Wednesday is set out on pages 14 to 18 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM. An announcement on the poll vote results will be published by the Company after the AGM on the GEM website at www.hkgem.com and the website of the Company at www.sinolifegroup.com.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish and in such event, the proxy shall be deemed to be revoked.

RECOMMENDATION

The Board is of the opinion that the proposed Issue Mandate, Repurchase Mandate, the extension of the Issue Mandate, and the re-election of retiring Directors are in the best interests of the Company and its Shareholders, and therefore recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully By order of the Board Sino-Life Group Limited XU Jianchun Chairman and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement relates to the resolution proposed to be passed at the AGM authorising the grant of the Repurchase Mandate. It contains all the information required under rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolution.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The GEM Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a ‘‘connected person’’, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

2. SHARE CAPITAL

The resolution proposed to be passed at the AGM relates to the grant of a general mandate to the Directors to repurchase Shares on GEM or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, up to a maximum of 10% of the total number of Shares in issue of the Company at the date of passing of such resolution.

As at the Latest Practicable Date, the Company had an aggregate of 742,500,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to 74,250,000 Shares being 10% of the total number of Shares in issue as at the Latest Practicable Date.

3. REASONS FOR THE REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws and regulations of the Cayman Islands. The Company is empowered by its Articles of Association to repurchase its Shares. Under Cayman Islands law, the capital

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APPENDIX I

EXPLANATORY STATEMENT

portion payable on a repurchase by the Company may be paid out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law, out of capital and, in the case of any premium payable on repurchase, such premium may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

5. FINANCIAL EFFECT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the 2017 Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

During each of the previous 14 months since 1 January 2017 the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

	Share Prices
	Highest	Lowest
2017
January	0.150	0.120
February	0.148	0.129
March	0.148	0.125
April	0.139	0.120
May	0.135	0.107
June	0.166	0.101
July	0.137	0.099
August	0.124	0.100
September	0.145	0.101
October	0.145	0.120
November	0.240	0.121
December	0.345	0.163
2018
January	0.355	0.250
February	0.305	0.255
March (up to the Latest Practicable Date)	0.380	0.255

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APPENDIX I

EXPLANATORY STATEMENT

7. DIRECTORS AND THEIR ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, when applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

No core connected person (as defined in the GEM Listing Rules) has notified the Company that it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. EFFECT OF TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, the following persons (the ‘‘Substantial Shareholders’’) hold the following percentage of the Shares:

				Approximate
				shareholding
				percentage
				if the
			Approximate	Repurchase
			percentage of	Mandate
Name of Substantial			existing	is exercised
Shareholder	Long Position	Nature of Interest	shareholding	in full
Hong Kong Gaoqi	200,475,000	Beneficial owner	27.00%	30.00%
Biological Technology
Company Limited
Liu Tien-Tsai	107,709,000	Beneficial owner	14.51%	16.12%

Based on the above shareholding interest of the Substantial Shareholders, and in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the percentage shareholding of Hong Kong Gaoqi Biological Technology Company Limited in the issued share capital of the Company would be increased from 27.00% to 30.00% and such an increase may give rise to an obligation for Hong Kong Gaoqi Biological Technology Company Limited to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in takeover obligations.

10. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following is the particulars of the Directors proposed to be re-elected at the AGM:

(1) Mr. XU Jianchun (‘‘Mr. Xu’’), aged 39, was appointed as the Chairman of the Board and an executive Director on 22 December 2017. Mr. Xu holds a doctorate in economics from the Renmin University of China. Mr. Xu has several years of investment experience in life sciences and technology area and has extensive experience in investment and operation in life sciences and technology area.

The Company and Mr. Xu have entered into a service contract for three years commencing from 22 December 2017 which continues thereafter until terminated by either party giving not less than two months’ notice in writing to the other party. His appointment is subject to election by Shareholders at the first general meeting after his appointment under the Articles of Association. The director’s fee payable to him will be determined by the Directors pursuant to the authority granted by the Shareholders at the AGM. Mr. Xu is currently entitled to an annual director’s fee of HK$1,500,000.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Xu is a director of and interested in 25% issued share capital of Hong Kong Gaoqi Biological Technology Company Limited which in turn is interested in approximately 27% of the issued shares of the Company. Save as disclosed aforesaid, Mr. Xu does not, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Xu has no relationship with any Directors or the senior management of the Company, or with any substantial Shareholders or controlling Shareholders. Mr. Xu has not held any directorship in any other listed company in the last three years.

Save as disclosed above, there is no other information relating to Mr. Xu that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter concerning Mr. Xu that needs to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(2) Mr. SUN Fei (‘‘Mr. Sun’’), aged 38, was appointed as an independent non-executive Director on 23 January 2018. He is also the Chairman of the Audit Committee, a member of the Remuneration Committee and the Nomination Committee of the Board. Mr. Sun graduated from the Basic Education Enhancement Department (基礎教學強化部) of the Nanjing University with a bachelor of science degree in biophysics in 2001, and graduated from the School of Medicine of Tsinghua University with a doctor of science degree in biophysics in 2006. He has been a researcher of the Institute of Biophysics of the Chinese Academy of Sciences (中國科學院生物物理研究所) since 2006, responsible for conducting independent research on biophysics and structural biology, and a director of the Biological Imaging Centre of the Institute of Biophysics of the Chinese Academy of Sciences since 2012, responsible for leading the development and operation of a world class biological imaging research platform. He has been employed as a professor by the University of the Chinese Academy of Sciences since 2015, responsible for teaching undergraduate and postgraduate students. He has extensive research experience in biophysics technology, cryoelectron microscopy imaging technology, structure of biological macromolecules and biological image processing, etc., and has extensive management experience in the operation and maintenance of the research platform. He won the Bei Shizhang Young Biophysicist Award in 2009 (貝時璋青年生物物理學家獎) and was selected as one of the top young talents in ‘‘The Plan for Ten Thousand Talents’’ (萬人計劃), the National Plan for the Special Support of High-level Talents, in 2013. He won the China cryogenic electron microscope outstanding contribution award (中國冷凍電鏡傑出貢獻獎) in 2017. He was elected as a standing committee member of the Chinese Biophysics Society (中國生物物理學 會) and the vice chairman of the Cryogenic Electron Microscopy branch of the Chinese Biophysics Society (中國生物物理學會冷凍電鏡分會) in 2017.

The Company and Mr. Sun have entered into a letter of appointment for three years commencing from 23 January 2018. The appointment shall continue and remain in effect throughout the duration of three years unless and until terminated by either party giving not less than one month’s notice in writing to the other party. His appointment is subject to election by Shareholders at the first general meeting after his appointment under the Articles of Association. The director’s fee payable to him will be determined by the Directors pursuant to the authority granted by the Shareholders at the AGM. Mr. Sun is currently entitled to a monthly director’s fee of HK$5,000.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Sun does not have any interests in the Shares (within the meaning of Part XV of the SFO).

Mr. Sun has no relationship with any Directors or the senior management of the Company, or with any management Shareholders, substantial Shareholders or controlling Shareholders. Mr. Sun has not held any directorship in any other listed company in the last three years.

Save as disclosed above, there is no other information relating to Mr. Sun that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter concerning Mr. Sun that needs to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(3) Mr. LEE Koon Hung (‘‘Mr. Lee’’), aged 55, was appointed on 30 September 2012 as an independent non-executive Director. He is also the Chairman of the Nomination Committee, a member of the Audit Committee and the Remuneration Committee of the Board. Mr. Lee obtained a higher diploma from Hong Kong Polytechnic (now known as ‘‘The Hong Kong Polytechnic University’’). Mr. Lee is presently the director of Long Rich Investment Consultants Limited. Mr. Lee has extensive experience in investment. Mr. Lee is presently a member of the North District Council of the HKSAR. Mr. Lee is also the chairman of Sha Tau Kok District Rural Committee, N.T., the Ex-officio Executive Councilor of Heung Yee Kuk N.T. and Village Indigenous Inhabitant Representative of Wu Kau Tang of Sha Tau Kok District Rural Committee, N.T.. Mr. Lee is also the honorary president of Border District Junior Police Call of Hong Kong, a member of the school management committee of New Territories Heung Yee Kuk Tai Po District Secondary School and a member of the school management committee of Sha Tau Kok Central Primary School.

The Company and Mr. Lee have entered into a letter of appointment for three years commencing from 30 September 2015. The appointment shall continue and remain in effect throughout the duration of three years unless and until terminated by either party giving not less than one month’s notice in writing to the other party. His appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. The director’s fee payable to him will be determined by the Directors pursuant to the authority granted by the Shareholders at the AGM. Mr. Lee is currently entitled to an annual director’s fee of HK$70,000.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Lee does not have any interests in the Shares (within the meaning of Part XV of the SFO).

Mr. Lee has no relationship with any Directors or the senior management of the Company, or with any management Shareholders, substantial Shareholders or controlling Shareholders. Mr. Lee has not held any directorship in any other listed company in the last three years.

Save as disclosed above, there is no other information relating to Mr. Lee that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter concerning Mr. Lee that needs to be brought to the attention of the Shareholders.

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NOTICE OF THE AGM

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SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Sino-Life Group Limited (the ‘‘Company’’) will be held at Room 1703–1704, Worldwide House, 19 Des Voeux Central, Central, Hong Kong at 11: 00 a.m. on 16 May 2018, Wednesday for the following purposes:

1. to receive and consider the audited financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and of the auditors of Company for the year ended 31 December 2017;

2. to re-elect retiring Directors:

3. a) to re-elect Mr. XU Jianchun as executive Director;

4. b) to re-elect Mr. SUN Fei as independent non-executive Director;

5. c) to re-elect Mr. LEE Koon Hung as independent non-executive Director;

6. to authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration;

7. to re-appoint the Company’s auditor Crowe Horwath (HK) CPA Limited and to authorize the Board to fix their remuneration;

and, as special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on GEM (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares in the share capital of

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NOTICE OF THE AGM

the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20% of the total number of Shares in issue on the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purposes of this Resolution,

‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised) of the Cayman Islands (the ‘‘Companies Law’’), or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the Shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution;

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NOTICE OF THE AGM

‘‘Rights Issue’’means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).’’

1. as special business to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) the exercise by the Directors during the Relevant Period of all powers of the Company to purchase the Shares in issue of the Company on the Stock Exchange or any other stock exchange on which the shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the total number of Shares in issue of the Company as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution,

‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company, the Companies Law, or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the Shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.’’

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NOTICE OF THE AGM

1. as special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon ordinary resolutions numbered 5 and 6 set out above becoming unconditional and effective, the total number of Shares in issue of the Company which are purchased by the Company pursuant to the authority granted to the Directors of the Company in accordance with the said resolution numbered 6 shall be added to the total number of Shares in issue that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors of the Company pursuant to and in accordance with ordinary resolution numbered 5 set out above.’’

By order of the Board Sino-Life Group Limited XU Jianchun Chairman and Executive Director

29 March 2018

Registered office:	Principal place of business
The Grand Pavilion Commercial Centre,	in Hong Kong:
Oleander Way,	Unit 1303, 13/F.,
802 West Bay Road	Austin Tower,
P.O. Box 32052	22–26 Austin Avenue,
Grand Cayman KY1-1208	Tsimshatsui,
Cayman Islands	Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the annual general meeting (‘‘AGM’’) is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. 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.

2. A form of proxy for use of the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the AGM or any adjournment thereof, should he so wish.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

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NOTICE OF THE AGM

1. In the case of joint holders of Shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one such joint holders are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

2. In relation to proposed Resolutions no. 5 and 7 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.

3. In relation to proposed Resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders of the Company as a whole. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in appendix I to this circular.

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