Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2019

Apr 1, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspects of this circular or as to the action to be taken, you should consult a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in China Vanguard You Champion Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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.

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited ( Formerly known as China Vanguard Group Limited )

(1) DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A letter from the Board is set out on pages 4 to 20 of this circular.

A notice convening the EGM of the Company to be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Thursday, 18 April 2019 at 3:00 p.m. is set out on pages 21 to 22 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong at Tricor Standard 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 EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire and in such event, the proxy shall be deemed to be revoked.

This circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for a minimum period of 7 days from the date of its posting and on the website of the Company at http://www.cvg.com.hk.

2 April 2019

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher risk may be attached than other companies listed on the Stock 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Characterisitics of GEM............................................................................................................	i
Defnitions...................................................................................................................................	1
Letter from the Board................................................................................................................	4
Notice of EGM............................................................................................................................	21

– ii –

DEFINITIONS

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

“Acquisition” the acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement “Board” the board of Directors “BVI” British Virgin Islands “Company” China Vanguard You Champion Holdings Limited (Stock Code: 08156), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM “Completion” completion of the Acquisition pursuant to the Sale and Purchase Agreement

• “connected person(s)” has the meaning ascribed to it under the GEM Listing Rules “Consideration” the consideration for the Sale Shares in the amount of HK$139.10 million pursuant to the Sale and Purchase Agreement

• “Consideration Shares” the new Shares which shall be allotted and issued by the Company to satisfy the Consideration in accordance with the Sale and Purchase Agreement

• “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the grant of the specific mandate for the allotment and issue of the Consideration Shares

• “GEM” GEM of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” collectively, the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 28 March 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Long Stop Date” 4 July 2019 or such other date as the Purchaser and the Vendor may agree in writing

• “Management Service Agreement” the business management service agreement dated 12 November 2018 entered into between Sinopharm Health and Sino-TCM in respect of the provision of business management and consulting services

• “PRC” the People’s Republic of China which, for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Purchaser” China Vanguard Corporate Management Limited (眾彩企業管 理有限公司), a wholly-owned subsidiary of the Company and the purchaser to the Sale and Purchase Agreement

• “Sale and Purchase Agreement” the sale and purchase agreement dated 4 January 2019 entered into between the Vendor and the Purchaser in respect of the Acquisition

• “Sale Shares” the 100% equity interest in the Target Company held by the Vendor as at the Latest Practicable Date

• “Shareholder(s)” holder(s) of the Shares

• “Share(s)” share(s) of HK$0.0125 each in the share capital of the Company

• “Sinopharm Health” Sinopharm Health Cross Border E-Commerce Company Limited ( 國藥健康跨境電子商務有限公司), a company established under the laws of Hong Kong and is held as to 70% by the Target Company and 30% by the Purchaser as at the Latest Practicable Date

• “Sino-TCM” Sinopharm Traditional Chinese Medicine Co. Ltd. (國藥藥 材股份有限公司), which wholly-owned the Vendor as at the Latest Practicable Date, and a party to the Management Service Agreement

– 2 –

DEFINITIONS

“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	Hero Global Holdings Limited (英雄環球控股有限公司), a
	company incorporated in the BVI with limited liability and is
	wholly-owned by the Vendor as at the Latest Practicable Date
“Target Group”	collectively, the Target Company and its subsidiaries
“Tencent Cloud”	Tencent Cloud Computing (Beijing) Co., Ltd.
“Vendor”	Sinopharm Traditional Chinese Medicine Overseas Holdings
	Limited (國藥藥材海外控股有限公司), the vendor to the
	Sale and Purchase Agreement which wholly owned the Target
	Company as at the Latest Practicable Date
“%”	per cent.

If there is any inconsistency in this circular between the Chinese and English versions, then English version shall prevail.

– 3 –

LETTER FROM THE BOARD

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited

( Formerly known as China Vanguard Group Limited )

Executive Directors: Madam CHEUNG Kwai Lan (Chairperson) Mr. CHAN Ting (Deputy Chairperson and Chief Executive Officer)

Non-executive Director: Mr. CHAN Tung Mei Independent non-executive Directors: Mr. TO Yan Ming Edmond Mr. YANG Qing Cai Dr. LIU Ta-pei

Registered office: P.O. Box. 10008, Willow House Cricket Square Grand Cayman KY1-1001 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 307-313, 3/F Wireless Centre Phase One Hong Kong Science Park Pak Shek Kok, New Territories Hong Kong

2 April 2019

To the Shareholders

Dear Sir/Madam,

(1) DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 January 2019 in relation to, among others, the Acquisition. On 4 January 2019 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, and Sinopharm Traditional Chinese Medicine Overseas Holdings Limited as the Vendor entered into the Sale and Purchase Agreement pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Sale Shares, which represents 100% of the equity interest in the Target Company, for a consideration of HK$139.10 million, which will be settled by the allotment and issue of Consideration Shares by the Company to the Vendor under the specific mandate at the issue price of HK$0.214 per Consideration Share.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, further information on the Acquisition and a notice of the EGM at which resolution will be proposed to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder, including the grant of the specific mandate for the allotment and issue of the Consideration Shares.

THE ACQUISITION

Parties

Purchaser:

China Vanguard Corporate Management Limited ( 眾彩企業管理有限公 司 ), a wholly-owned subsidiary of the Company

Vendor: Sinopharm Traditional Chinese Medicine Overseas Holdings Limited ( 國 藥藥材海外控股有限公司 ), a wholly-owned subsidiary of Sino-TCM

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Sale Shares, which represents 100% of the equity interest in the Target Company.

As at the Latest Practicable Date, the Target Company was wholly-owned by the Vendor. Upon Completion, the Target Company will be legally and beneficially owned as to 100% by the Group and hence, it will become a wholly-owned subsidiary of the Company and the financial results of which will be consolidated into the consolidated financial statements of the Group.

Consideration

The Consideration for the Sale Shares is HK$139.10 million, which shall be satisfied wholly by the allotment and issue of 650,000,000 Consideration Shares, credited as fully paid, to the Vendor or the entity/wholly-owned subsidiary of Sino-TCM as agreed by the Vendor and the Purchaser at the issue price of HK$0.214 per Consideration Share within 30 trading days following Completion (or such other date as the Purchaser and the Vendor may agree).

The Consideration was determined after arm’s length negotiation between the Purchaser and the Vendor taking into consideration (i) the guaranteed net profits after taxation of HK$23 million of the Target Company for each of the three years ending 31 December 2019, 2020 and 2021 by the Vendor; (ii) the price-to-earnings ratios of other companies listed in Hong Kong which engaged in similar business of the Target Group which ranged from approximately 10 times to approximately 27.64 times with an average of approximately 15.70 times as at the date of the Sale and Purchase Agreement; and (iii) the benefits to be derived by the Group from the Acquisition as described under the below paragraph headed “Reasons for and benefits of the Acquisition” in this letter.

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LETTER FROM THE BOARD

Consideration Shares

The issue price of HK$0.214 per Consideration Share represents:

• (i) a discount of approximately 16.08% to the closing price of HK$0.255 per Share as quoted on the Stock Exchange on 4 January 2019, being the date of the Sale and Purchase Agreement;

• (ii) a discount of approximately 17.69% to the average closing price of HK$0.26 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Sale and Purchase Agreement; and

• (iii) a premium of approximately 16.94% over the closing price of HK$0.183 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The issue price per Consideration Share was arrived at upon arm’s length negotiation between the Purchaser and the Vendor with reference to the prevailing market price of the Shares.

The Consideration Shares represent (i) approximately 18.79% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 15.82% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, subject to Completion and assuming that there will be no change in the issued share capital of the Company save for the allotment and issue of the Consideration Shares. The aggregate nominal value of the Consideration Shares is HK$8,125,000.

The Consideration Shares will be allotted and issued pursuant to the specific mandate to be sought from the Shareholders at the EGM and shall, on the date of allotment and issue, rank pari passu in all respects with the Shares in issue.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Lock-up of the Consideration Shares

The Consideration Shares, upon the allotment and issue, will be subject to lock-up arrangement and held by the Purchaser in accordance with the terms and conditions of the Sale and Purchase Agreement. The Consideration Shares shall be released from the lock-up arrangement upon satisfaction of the Guaranteed Profit (as referred to in the below section headed “ Profit guarantee ”) by the Target Company. For the avoidance of doubt, the lock-up period of the Consideration Shares shall not be less than three years since the allotment and issue thereof.

In the event that the aggregate Net Profit does not meet the Guaranteed Profit, the Consideration Shares will be released from the lock-up arrangement only after the cash compensation is made by the Vendor to the Purchaser in accordance with the Sale and Purchase Agreement. In the event that the Vendor fails to compensate the Purchaser in accordance with the Sale and Purchase Agreement, the Purchaser shall have the right to sell the locked-up Consideration Shares in return for such compensation amount in cash.

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LETTER FROM THE BOARD

Conditions precedent

Completion of the sale and purchase of the Sale Shares shall be conditional upon fulfilment of the following conditions precedent:

• (i) there being no material change to the operation and financial position of the Target Group from the end date of the latest accounts of the Target Company to Completion;

• (ii) the issuance of a valuation report by a qualified valuer showing the value of the Sale Shares of not less than HK$139,100,000;

• (iii) the Purchaser being satisfied with the results of the due diligence review of the Target Group conducted in accordance with the relevant accounting standards and laws and regulations and there being no material adverse change;

• (iv) all necessary approvals and authorisations in connection with the Sale and Purchase Agreement having been obtained by the Purchaser, including but not limited to the passing by the Shareholders at the EGM to approve the grant of the specific mandate for the allotment and issue of the Consideration Shares;

• (v) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares;

• (vi) all necessary authorisations in connection with the Sale and Purchase Agreement having been obtained by the Vendor (including but not limited to the authorisation for the transfer of the Sale Shares); and

• (vii) the warranties given by the Vendor in accordance with the terms and conditions as set out in the Sale and Purchase Agreement remaining true and accurate and not misleading from the date of the Sale and Purchase Agreement to Completion.

The Vendor and the Purchaser may at any time waive any or all of the above conditions precedent to the Sale and Purchase Agreement (save for conditions (i) to (v) as set out above). In the event that any of the above conditions precedent (except for those being waived, if any) is not fulfilled on or before the Long Stop Date (or such other date as the Purchaser and the Vendor may agree in writing), the Sale and Purchase Agreement shall terminate and be of no further effect.

As at the Latest Practicable Date, the condition precedent (ii) as set out above had been fulfilled.

Completion

Completion shall take place within 10 business days following the fulfilment (or waiver, as the case may be) of all the conditions precedent to the Sale and Purchase Agreement, whereupon the Vendor shall, among others, change or procure to change the registration of ownership of the Target Company to the Purchaser.

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LETTER FROM THE BOARD

Profit guarantee

Pursuant to the Sale and Purchase Agreement, the Vendor warranted to the Purchaser that (i) the actual net profit after taxation (which only takes into account the costs and expenses generated from activities relating to the ordinary and usual course of business) of the Target Company (“ Net Profit ”) for each of the three years ending 31 December 2019, 2020 and 2021 shall not be less than HK$23,000,000, HK$23,000,000 and HK$23,000,000, respectively; or (ii) the aggregate Net Profit for the three years ending 31 December 2019, 2020 and 2021 shall not be less than HK$69,000,000 in total (“ Guaranteed Profit ”). No adjustment will be made to the Guaranteed Profit. The Net Profit will be determined in accordance with Hong Kong Financial Reporting Standards. If the aggregate Net Profit for the three years ending 31 December 2019, 2020 and 2021 is less than the Guaranteed Profit, the Vendor shall compensate the Purchaser the shortfall multiplied by a compensation factor of 1.7 in cash. The Vendor shall settle the compensation amount, if any, within 30 business days following the issue of written confirmation in respect of the shortfall by the Purchaser on or before 30 June 2022 with reference to the respective Net Profits for each of the three years as mentioned above. In the event of disputes (if any) over the determination of the Net Profit, the parties to the Sale and Purchase Agreement shall have the right to appoint a qualified professional auditor acceptable by both parties to perform audit on the final amount of the Net Profit of the Target Company for the relevant period(s).

Information of the Vendor

The Vendor is an investment holding company incorporated in the BVI with limited liability on 25 October 2018 and a wholly-owned subsidiary of Sino-TCM. Established in October 2000, Sino-TCM takes a leading role in the comprehensive healthcare and in pharmaceutical industry. Sino-TCM is a member of China Traditional National Chinese Medicine Co., Ltd, taking the development of Chinese medicine as its mission, taking the construction of medicinal and foodstuff bases in the Pure Land Resources Zone as the forerunner, taking the lead in scientific research and development as the support, taking the inheritance and innovation of Chinese medicine culture as the concept, taking the integration of healthcare industry as the development direction, practicing the national “Belt and Road Initiative” strategy and building a comprehensive healthcare industry business chain through “green, organic, healthy and high-end” as the core concept. Sino-TCM actively responded to the national call and fulfilled its social responsibilities. In accordance with Sino-TCM’s deployment, Sino-TCM took advantage of the pharmaceutical and healthcare industry to build a comprehensive healthcare industry business chain to promote the implementation of the national “healthy China” strategy.

Information of the Purchaser

The Purchaser is a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company. As at the Latest Practicable Date, the Purchaser holds 30% of the equity interest in Sinopharm Health.

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LETTER FROM THE BOARD

Information on the Target Group

The Target Company is an investment holding company incorporated in the BVI with limited liability on 11 December 2018. As at the Latest Practicable Date, the Target Company holds 70% of the equity interest in Sinopharm Health which was established under the laws of Hong Kong on 23 November 2017 and the business operations of which mainly focus on business management and consulting services (with respect to Internet Plus, blockchain, big data and database management, etc.), overseas sourcing, online trade, technology development for e-commerce platforms (including payment, membership management and precision marketing), technical services; supply chain solution design, etc. As at the Latest Practicable Date, the remaining 30% equity interest of Sinopharm Health is held by the Purchaser. Sinopharm Health wholly-owned Sinopharm (Hong Kong) Industrial Co., Ltd ( 國藥（香港）實業有限公司 ) which was legally established in Hong Kong on 23 October 2018 and is principally focused in the provision of services in relation to import of overseas healthcare-related products into e-commerce platforms in the PRC.

Set out below is a summary of the unaudited consolidated financial information of Sinopharm Health for the year ended 30 June 2018 and for the five months ended 30 November 2018.

		For the
		period from
		23 November 2017
		(date of
	For the fve	incorporation of
	months ended	Sinopharm Health)
	30 November 2018	to 30 June 2018
	(Note 1)	(Note 2)
	(HK$)	(HK$)
	(unaudited)	(unaudited)
Net (loss) before taxation and extraordinary items	(6,220)	(9,000)
Net (loss) after taxation and extraordinary items	(6,220)	(9,000)

Notes:

1. As extracted from the unaudited consolidated financial information of Sinopharm Health for the period from 1 July 2018 to 30 November 2018.

2. As extracted from the unaudited financial information of Sinopharm Health for the period from 23 November 2017 to 30 June 2018.

The unaudited consolidated net liabilities of the Target Group amounted to approximately HK$3,800 as at 30 November 2018. The Target Group has commenced the preliminary work since 23 November 2017.

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in (i) the provision of lottery-related services; (ii) the provision of Internet Plus solution services; and (iii) other services (including catering services and consulting services). With the advantage of an excellent R&D team and ample industry experience, the Group has been applying the relevant “Internet Plus” solutions into multiple market segments, including government affairs, leasing, public security, healthcare, lottery, tourism and education. Since 2017, the Group has been cooperated with Sino-TCM, the sole shareholder of the Vendor, to explore development opportunities in the healthcare area by forming joint venture companies in Hong Kong and Shanghai, the PRC. By way of the formation of the joint venture, the Group and Sino-TCM initially began the cooperation with the sale of healthcare products via cross border e-commerce model. By leveraging the technical advantages and resources between the Group and Sino-TCM, Sinopharm Health is further developing towards provision of Internet Plus technical solutions to healthcare industry.

Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and the shareholding interests of the Group in Sinopharm Health will increase from 30% to 100%, while at the same time, the Vendor (and accordingly Sino-TCM) will become a strategic investor and substantial shareholder of the Group by virtue of its shareholding interests in the Company, thereby further strengthening the business relationship between the Group and Sino-TCM.

Sino-TCM takes a leading role in the comprehensive healthcare as well as in pharmaceutical industry by using latest technology to build a one-stop comprehensive smart healthcare technology platform (“ Comprehensive Healthcare Platform ”) according to their strategy in developing comprehensive healthcare industry business chain.

In accordance with the Management Service Agreement, Sinopharm Health will provide assistance to Sino-TCM in building a digitalised and intelligentised tracking and tracing function application based on blockchain technology as backbone covering from the source of raw materials, production process, distribution and to the sales to customers; with the online platform which integrates national traditional Chinese pharmaceutical data and uses big data and artificial intelligence technology in assisting online medical diagnosis, utilising the Internet of things technology to identify, locate, track, monitor and manage the distribution of pharmaceuticals, analysing consumer spending behaviors by the use of big data analysis and implementing precision marketing in the sale of healthcare products to consumers. As a result of the aforesaid service functions to assist Sino-TCM through the platform, by using Internet Plus technology to link up online users and their data with the offline services and products, while simultaneously monitor and manage the service and products, the sharing of healthcare information and the creating of a matured health community ecosystem of users and service providers will be ultimately achieved.

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LETTER FROM THE BOARD

The Comprehensive Healthcare Platform is a centralised data processing hub which links up all the nodes and centralised processes the data gathered throughout the services and products provided by Sino-TCM via its online and offline channels. The functions provided by the Comprehensive Healthcare Platform will utilise “Internet Plus” technology to perform real time tracking, tracing and data collection for Chinese traditional medicine and herbs throughout the whole service process. The Comprehensive Healthcare Platform with comprehensive records can provide efficient and effective way for Sino-TCM to manage the quality of their services and products. In addition, the Comprehensive Healthcare Platform will provide a function utilising Tencent Cloud’s artificial intelligence and big data technology in referencing to the recommended treatment suggestions to assist doctor in medical diagnosis and recommendation on relevant drugs and supplements product for wellness to the patients based on the big data analysis result (such as the consumers’ spending records, membership information) such that both doctors and patients as the users can obtain direct information according to their respective needs through the platform directly and conveniently.

With reference to the report of World Health Organisation, one-tenth of medicine in the market of the developing countries are either falsified or substandard. The USA and the European Union are proactively optimising the framework for precise tracking and tracing of medicine. According to an industry research report, the pharmaceutical market has reached around RMB800 billion in 2017 in the PRC, to control the quality of medicine via track and trace technology which is becoming vitally important. For the past few years, the regulatory authorities have suggested the need for improvement of the system for precise tracking and tracing of food and medicine, for instance, reporting the data in relation to the raw material procurement, manufacturing process, product quality control and sales, and such data must be real, accurate, complete and traceable. In principle, food and pharmaceutical producers should build up a track and trace framework through technical way. The platform has a great potential of development, and through which, Sinopharm Health can instantly and precisely develop solutions for healthcare industry. The Board believes that collaboration between Sinopharm Health and the Sino-TCM will bring considerable income to the Group’s Internet Plus business after the Acquisition.

Apart from the breakthrough of the Group’s Internet Plus healthcare business as a result of the Acquisition, the Group can also enjoy the benefits to be brought by Sinopharm Health in terms of cross-border e-commerce segment. According to an industry report, the market size of e-commerce in the PRC has significantly blossomed, with turnover from RMB3.15 trillion in 2013 to RMB8.06 trillion in 2017, and further reached RMB4.5 trillion in the first half of 2018; among which, several cross-border e-commerce platforms, such as JD.COM (京東 ), NetEase Kaola (網易考拉 ) and Tmall (天貓國際 ), have already occupied over half of the market share. Meanwhile, the import to total turnover of the e-commerce market has also increased on a continual basis from a growth of 14.3% in 2013 to a growth of 21.8% in 2017, and reached a growth of 22.9% in the first half of 2018. Under the backdrop of increasing consumption from rural area, the momentum has provided the e-commerce market and hence the Group with robust and extensive customer base, from first-tier cities to fourthtier cites.

In view of the above, the Board considers that the business prospect of the Target Group is promising and the foundation of the Group’s Internet Plus Health business could be solidified, unlocking the value of the Target Group through the Acquisition. The Board believes that the entering into of the Sale and Purchase Agreement would unleash the potential of the Group’s Internet Plus healthcare business and create more opportunities to the Group arising from the synergy effect of the Target Group.

– 11 –

LETTER FROM THE BOARD

Notwithstanding the dilution impact to the existing Shareholders as a result of the allotment and issue of the Consideration Shares, considering that (i) the Acquisition is in line with the business strategies of the Group; (ii) the terms of the Acquisition are normal commercial terms; (iii) no cash outlay by the Group is involved in the Acquisition; and (iv) the abovementioned benefits to be derived from the Acquisition, the Directors are of the view that the Acquisition (including the Consideration and the issue of the Consideration Shares) is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholdings structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon Completion and the allotment and issue of the Consideration Shares (assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date and up to the date of the Completion and the allotment and issue of the Consideration Shares), are set out as below:

Shareholders Directors Madam Cheung Kwai Lan Mr. Chan Tung Mei Mr. Yang Qing Cai Sub-total Best Frontier Investments Limited_(Note 1) Integrated Asset Management (Asia) Limited (“Integrated Asset Management”) and its concert parties(Note 2)_ Sub-total The Vendor Other public Shareholders Total	As at the Latest Practicable Date Number of Approximate Shares % 4,656,000 0.13 3,020,000 0.09 475,000 0.01 8,151,000 0.23 675,565,856 19.53 455,633,000 13.17 1,131,198,856 32.70 — — 2,319,505,212 67.07 3,458,855,068 100.00	Immediately following Completion and the allotment and issue of the Consideration Shares Number of Approximate Shares % 4,656,000 0.11 3,020,000 0.07 475,000 0.01 8,151,000 0.19 675,565,856 16.44 455,633,000 11.09 1,131,198,856 27.53 650,000,000 15.82 2,319,505,212 56.46 4,108,855,068 100.00

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LETTER FROM THE BOARD

Notes:

1. The 675,565,856 Shares were held by Best Frontier Investments Limited which was owned as to 99.89% and 0.11% by Madam Cheung Kwai Lan and Mr. Chan Tung Mei who are spouses to each other and each a Director.

2. The 455,633,000 Shares were owned by Integrated Asset Management which was wholly-owned by Mr. YAM Tak Cheung. 8% coupon convertible bonds in aggregate amount of HK $89,625,000 (the “ CBs ”) for a term of six months were issued to Integrated Asset Management pursuant to the first amendment agreement dated 18 January 2017. The Company received a written consent from Integrated Asset Management, on which the maturity date of the CBs would be extended for further six months to 17 January 2018. A maximum number of 249,651,810 Shares would be allotted and issued to Integrated Asset Management upon conversion of the CBs in full. The amended conversion price is HK$0.359 per conversion share subject to adjustment.

Pursuant to the second amendment agreement, the amendments were that the maturity date of the CBs was extended for six months from 17 January 2018 to 17 July 2018, and further extended maturity date upon a prior written consent from Integrated Asset Management would be 17 January 2019. Such written consent from Integrated Asset Management has been received by the Company. A maximum number of 249,651,810 Shares would be allotted and issued to Integrated Asset Management upon conversion of the CBs in full.

An ordinary resolution was passed at the extraordinary general meeting of the Company held on 19 March 2019 in which pursuant to the third amendment agreement, the amendments are that the maturity date of the CBs shall be extended for six months from 17 January 2019 to 17 July 2019, and further extended maturity date upon a prior written consent from Integrated Asset Management shall be 17 January 2020. Upon completion of the third amendment agreement, a maximum number of 249,651,810 Shares shall be allotted and issued to Integrated Asset Management upon conversion of the CBs in full and thereafter the shareholding of Integrated Asset Management will be increased to approximately 20.39% of the current issued share capital of the Company and approximately 19.02% of the enlarged issued share capital of the Company.

CONTINUING CONNECTED TRANSACTION PURSUANT TO RULE 20.58 OF THE GEM LISTING RULES

On 12 November 2018, Sinopharm Health, a non-wholly-owned subsidiary of the Target Company and Sino-TCM entered into the Management Service Agreement pursuant to which Sinopharm Health shall provide business management and consulting services to Sino-TCM. It is expected that the transactions contemplated under the Management Service Agreement will continue upon Completion.

Upon Completion, Sinopharm Health will become a wholly-owned subsidiary of the Company. The Vendor is wholly-owned by Sino-TCM and the Vendor will, upon Completion and the allotment and issue of the Consideration Shares, become a substantial shareholder of the Company. As such, the Vendor and Sino-TCM will each be a connected person of the Company upon Completion. The continuing transactions under the Management Service Agreement will become continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules.

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LETTER FROM THE BOARD

Pursuant to Rule 20.58 of the GEM Listing Rules, the Company is required to comply with the annual reporting and disclosure requirements under Chapter 20 of the GEM Listing Rules regarding the Management Service Agreement. The Company will comply in full with all applicable reporting, disclosure and, if applicable, independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules upon any renewal or variation of the Management Service Agreement.

Set out below are the principal terms of the Management Service Agreement:

Parties

• (1) Sinopharm Health as service provider; and

• (2) Sino-TCM as service recipient

Nature of transaction

Pursuant to the Management Service Agreement, Sinopharm Health shall provide business management and consulting services to Sino-TCM, the core scopes of which are set out below:

• (i) Develop a one stop comprehensive online and offline smart healthcare technology platform based on blockchain technology;

• (ii) A track and trace management system for Chinese medicine plantation and production with monitoring and warning function;

• (iii) Integrating national traditional Chinese pharmaceutical data and using big data and artificial intelligence technology in assisting online medical diagnosis;

• (iv) Internet of things solution for pharmaceutical distribution;

• (v) Interactive marketing solution platform for comprehensive healthcare;

• (vi) Interactive marketing applications solutions for multi-platform; and

• (vii) Smart office automation system.

Term

The term of the Management Service Agreement is three years commencing from 12 November 2018, being the date of the Management Service Agreement, and ending on 11 November 2021, which is renewable for a further term of three years as mutually agreed by the parties subject to the terms and conditions of the Management Service Agreement.

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LETTER FROM THE BOARD

Pricing and payment terms

Sino-TCM shall pay an annual service fee in the sum of RMB28 million to Sinopharm Health for the services provided by Sinopharm Health under the Management Service Agreement, which shall be settled within 60 business days following the end date of the preceding financial year. The service fee payable by Sino-TCM under the Management Service Agreement is subject to a 5% year-on-year increment during the term thereof.

The annual service fee under the Management Service Agreement was determined with reference to, among others, (i) the historical transactions between the Group and independent third parties for provision of similar business management and consulting services; and (ii) the business needs of Sino-TCM.

No undue reliance on Sino-TCM

According to the Management Service Agreement, the annual service fee payable by Sino-TCM for the term from 12 November 2018 to 11 November 2021 would be RMB28 million, depending on the delivery of service by the Group throughout the term. Such service income may potentially have a significant contribution to the revenue of the Group, therefore raising concern as to any potential reliance issue of the Group on Sino-TCM. The Company is of the view that the transactions under the Management Service Agreement would not give rise to the Company’s undue reliance on Sino-TCM based on the following factors:

Business model of the Internet Plus business

The Internet Plus business of the Group was originated from its existing lottery business. The Group has been engaged in the China lottery business since and around 2005. As the market developed throughout the years, it gradually became more and more saturated as all the provinces in China were covered by several service providers including the Group. As a result, it was also not easy to open up new business opportunities based on the Company’s existing platform so the Group has then turned its focus into developing new value-added services to its lottery business. Seeing the interest of clients were in how to improve lottery sales, the Group has created a new interactive marketing solution for lottery named “Yao Cai 搖彩”, in and around 2016, where the interactive marketing solution as technology backbone is introduced, which can be customised and applied to other segments besides its lottery business. Throughout the development of the interactive marketing solution business, the Group worked closely with Tencent Cloud. To further strengthen the cooperation between the Group and Tencent Cloud, both parties reached into a strategic cooperation in recognising each other as priority strategic partner on a nationwide basis in four specific market segments, namely government affairs, public security, health care and lottery.

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LETTER FROM THE BOARD

The business model of “Internet Plus” is substantially similar to the Group’s lottery business, which is generally tender based while the Company earns its contracted income. The solutions provided to the clients are modified or tailor-made according to their specific requirements. Given the similar nature of the Group’s business in terms of the similar underlying techniques, in view of the rapid growth of the Internet Plus business including the entering into of the Management Service Agreement, the Company has planned to, in addition to the existing expertise of the Group, hire relevant professional(s) for its Internet Plus business such that it would have sufficient manpower to accommodate the service to be provided to its expanding Internet Plus business clients, including Sino-TCM. Considering (i) the network and relationship in the PRC as accumulated over the years by the Group; (ii) the expertise and technique required for the development of the interactive marketing solution; (iii) that the Internet Plus industry in the PRC is still at relatively early stage and is emerging, unlike the lottery industry which is comparatively saturated; and (iv) that the market demand for the Internet Plus industry, which is elaborated in the sub-section headed “Industry landscape” below, the Group is expected to be capable to find substitute customers and therefore, the business model of the Internet Plus business can be easily changed to diversify the income sources of the Company.

Potential reliance on Sino-TCM

Since the commencement of the Internet Plus business of the Group in 2017, the Group has contracted with various government authorities such as provincial lottery centres and Shenzhen Traffic Police and the Group started to generate revenue for its Internet Plus business in late 2017. During the year of 2017, the Group successfully signed a strategic cooperation agreement with Tencent Cloud. Subsequently, to advance the strategic cooperation between the Group and Tencent Cloud, in September 2018, the Group has also entered into a service contract with Tencent Cloud for the provision of Internet Plus services under the Shenzhen Lease Platform, the contract amount of which, being a share of 14.88% of the total revenue generated by Tencent Cloud from the Shenzhen Lease Platform, is expected to be recognised as revenue of the Group in the second half of the financial year ending 30 June 2019 for which a supplemental agreement can be signed separately if needed.

The Group has also been in negotiation with various potential customers from different industries for the cooperation in relation to the Internet Plus business, which would further diversify the customer portfolio should any of such business opportunities materialise.

Since the commencement of the Internet Plus business, being one of the new business development direction of the Group, the Group has secured new customers including but not limited to Tencent Cloud and various government authorities and has been in negotiation with various potential customers from different industries as driven by the demand and the popularity for Internet Plus solution which is expected to diversify its customer base and broaden its income stream, the Group has been planning to diversify its business focus. In addition, taking into account the efforts made by the Group on maintaining its lottery business and the long history of stable business relationship with the existing customers of the Group and the ability to recruit new customers (which is elaborated in the below sub-section headed “The Group’s capability of maintaining its revenue in the future”), the Company is of the view that any potential reliance to the transactions with Sino-TCM is unlikely to happen.

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LETTER FROM THE BOARD

Industry landscape

In respect of the market demand of the Internet Plus industry, the potential customer base from various segments has been growing, as supported by the growing popularity of the Internet and related services and favourable government policies in the PRC. With reference to the report on economic performance of Internet and related services in 2018 (2018 年互聯網和相關服務業經 濟運行情況) as published by the Ministry of Industry and Information Technology of the PRC (中 國工業和信息化部) in January 2019, it is noted that the revenue generated from the Internet and related service industry has been growing, which has reached RMB956.2 billion in 2018, showing a year-on-year increase of 20.3%. Moreover, the number of mobile applications has been growing from 4.07 million units at the beginning of 2018 to 4.49 million units at the end of 2018, representing an increase of approximately 10.32% throughout the year, demonstrating the rising popularity of the Internet and related services. On the other hand, with reference to the circular of guiding opinion (關 於加快推進全國一體化線上政務服務平台建設的指導意見) released by the State Council in July 2018, it is urged that online supplies of government service items shall be maximized to enhance the coordination among regions and departments on the basis of data sharing and to streamline the government service procedures. The wide application of mobile service supplies in areas such as public security, human resources and social security, education, health, civil affairs, and housing and urban-rural construction, is also encouraged. As a result, it is expected that the number of governmental bodies from various areas adopting Internet Plus technology for their operations will increase.

According to the State Council’s guideline on the promotion of Internet Plus healthcare (關於促 進“互聯網 + 醫療健康”發展的意見 ) released in April 2018, medical institutions are encouraged to use information technologies such as the Internet to expand the space and content of healthcare service. Integrated healthcare service covering the whole treatment process will be constructed. In particular, healthcare institutions are encouraged to cooperate with Internet companies to enhance the integration of regional healthcare information.

While the PRC government advocating the application of “Internet Plus” technology in their planning and reports and the expected rising demand for Internet Plus services, the Group has leveraged on its business resources and identified a number of government bodies with the demand for “Internet Plus” technology and eventually customized and applied the interactive marketing solution backbone to traffic police, finance bureau and housing bureau in the PRC.

On the other hand, given the huge demand on the Internet Plus technology, the market supply has been increasing simultaneously. Based on 中國人工智能發展報告 2018 published by the China Institute for Science and Technology Policy at Tsinghua University (清華大學中國科技政策研究 中心), it is notable that the number of artificial intelligence enterprises in the PRC exhibited a yearon-year growing trend over the past years while the increment of the number of enterprises has been on a generally growing trend with an average compound annual growth rate of approximately 10% from 2012 to 2017 and the number of enterprises has reached 1,011 as at June 2018, which ranked the second globally. With reference to 中國大數據發展調查報告 (2018 年 ) published in April 2018 by the China Academy of Information and Communications Technology (中國信息通信研究院), a scientific research institute directly under the Ministry of Industry and Information Technology of

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LETTER FROM THE BOARD

the PRC (中國工業和信息化部), the value of economic activities of the big data industry, including but not limited to big data analysis and cloud servicing and related consulting, amounted to RMB470 billion in 2017 (being the latest available data), which has increased by 30% from the previous year, and is projected to continue to grow until 2020, based on the survey on the big data related companies in the PRC. As such, it is observed that the Internet Plus industry which involves big data, cloud computing and artificial intelligence technology is generally active with a growing number of market players in recent years.

Since (i) the demand for the Group’s Internet Plus solution is growing; (ii) the market is generally active given the growing suppliers and customers within the industry; (iii) the Internet Plus solution backbone can be customised and applied in other segments; and (iv) in-depth cooperation with tycoons from various industries has been established since the rising of the Group’s Internet Plus business, such as Tencent Cloud, UnionPay Shenzhen and now with Sino-TCM, which is not a single opportunity to the Group, the Company is of the view that there is no domination issue in the Internet Plus industry.

The Group’s capability of maintaining its revenue in the future

In respect of the lottery business, the entering into of the contracts with new and existing customers will be carried out through tender. Such business contracts are relatively stable as the decision on altering the service providers imposes risk and threats to the stability and continuity of the lottery operations. Taking into consideration the above reasons, the Group has a competitive advantage in maintaining stable business relationship with its customers. As the market became comparatively saturated and the overall regulatory atmosphere is tight, the Group would focus on maintaining its service quality, client relationship, as well as marketing a solution to enhance lottery sales by way of utilising Internet Plus technology, in order to keep its competitive advantage in recruiting new customers and maintaining the business with existing customers, therefore maintaining its revenue from lottery-related business. With the Group’s successful renewals track records over the past decade as evidenced by the renewal contract rate in terms of number of renewal contracts, as computed based on the number of renewal contracts entered divided by the total number of contracts entered, being the aggregate of the renewal contracts entered and the new contracts entered, in recent years from 2016 and up to the Latest Practicable Date of 43%, as compared to that from 2009 and up to the Latest Practicable Date of 43%, it is expected that the Group will have the capability to maintain stable business relationship with its customers and therefore to secure the renewal contracts and the corresponding revenue from such customers in the future. Moreover, the contract renewal rate in terms of revenue size, as computed based on the aggregate revenues from renewal contracts entered divided by the aggregate revenues from all contracts entered in recent years from 2016 and up to the Latest Practicable Date, reached 71%, which showed a stable pattern as compared to that from 2009 and up to the Latest Practicable Date of 65%.

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LETTER FROM THE BOARD

In respect of the Internet Plus business, as elaborated in the above section, it is noted that the potential customer base of the Internet Plus industry has been growing, whereby demand for the Internet Plus service is expected to be strong. Further, the expanding market size of e-commerce in the PRC as analysed in the above section headed “Reasons for and benefits of the Acquisition” would provide the Group with a robust and extensive customer base, from first-tier cities to fourth-tier cities. The Group will continue to actively seek new customers for expanding and broadening the customer base under the Group’s Internet Plus business. Furthermore, while the contracts signed with existing and new customers are secured mainly through tenders, the Company believes its “Internet Plus” clients would exercise caution in making decision on altering the service providers and therefore, the Company has reasonable advantage in maintaining its revenue from existing business.

Therefore, in view of the generally upward trend of the Internet Plus industry and the stable business relationship with the existing customers of the Group, the Company believes that it has the proper capability of maintaining its revenue in the future on top of the service agreement with Sino-TCM.

Notwithstanding that the transactions between the Company and Sino-TCM under the Management Service Agreement are not mutual and complimentary, having considered the above analysis of other relevant factors, the Company is of the view that the Group will not become unduly reliant on SinoTCM in the years ahead.

GEM LISTING RULES IMPLICATIONS

As the highest of the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to the announcement and reporting requirements under Chapter 19 of the GEM Listing Rules.

The Consideration Shares will be allotted and issued pursuant to the specific mandate. The EGM will be convened for the Shareholders to consider and, if thought fit, approve the grant of the specific mandate for the allotment and issue of the Consideration Shares.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder (including the allotment and issue of Consideration Shares under the specific mandate). As such, no Shareholder will be required to abstain from voting on the resolution(s) to approve the grant of the specific mandate at the EGM.

EGM

The resolutions to be proposed at the EGM are set out in full in the notice of the EGM on pages 21 to 22 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

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LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are requested to complete the proxy form and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard 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 EGM or 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 EGM or any adjournments thereof if you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the resolution as set out in the notice of EGM will be voted by way of poll at the EGM. The Company will announce the results of poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

Shareholders and potential investors of the Company should be aware that the Acquisition and the transactions contemplated thereunder are subject to certain conditions being satisfied, and consequently the Acquisition may or may not proceed. Accordingly, they are advised to exercise caution when dealing in the securities of the Company.

RECOMMENDATION

Having considered the abovementioned benefits to the Group arising from the Acquisition, the Directors consider that the terms of the Sale and Purchase Agreement are fair and reasonable and that the entering into of the Sale and Purchase Agreement is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder (including the grant of the specific mandate for the allotment and issue of the Consideration Shares).

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. 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 aspects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By order of the Board, CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED 眾彩羽翔股份有限公司 CHAN Ting Executive Director and Chief Executive Officer

Hong Kong, 2 April 2019

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NOTICE OF EGM

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited

( Formerly known as China Vanguard Group Limited )

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Vanguard You Champion Holdings Limited (the “ Company ”) will be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Thursday, 18 April 2019 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT

• (a) Conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares, the grant of the specific mandate to the directors of the Company (the “ Directors ”) to allot and issue 650,000,000 new shares of HK$0.0125 each in the share capital of the Company (the “ Consideration Shares ”) to the vendor, credited as fully paid at the issue price of HK$0.214 per Consideration Share pursuant to the sale and purchase agreement dated 4 January 2019, be and is hereby approved; and

• (b) any one Director be and is hereby authorised to do all such acts and things and to sign and execute all such document and to take all such steps which, in the opinion of such Director, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the allotment and issue of the Consideration Shares under the specific mandate.”

By order of the Board CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED 眾彩羽翔股份有限公司 CHAN Ting Executive Director and Chief Executive Officer

Hong Kong, 2 April 2019

Registered office: Head office and principal place of P.O. Box. 10008 business in Hong Kong: Willow House Unit 307-313, 3/F, Wireless Centre Cricket Square Phase One Hong Kong Science Park Grand Cayman KY1-1001 Pak Shek Kok, New Territories Cayman Islands Hong Kong

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NOTICE OF EGM

Notes:

1. A shareholder of the Company entitled to attend and vote at the EGM (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A form of proxy for use at the EGM is enclosed.

2. 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 certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wish and in such event, the proxy shall be deemed to be revoked.

3. In the case of joint holders of any Shares, if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the vote(s) of other joint holder(s).

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