Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2024

Jul 19, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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Sinopharm Tech Holdings Limited 國藥科技股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

DESPATCH OF CIRCULAR IN RELATION TO

(1) PROPOSED CAPITAL REORGANISATION;

(2) CONNECTED TRANSACTIONS: LOAN CAPITALISATION INVOLVING ISSUE OF ORDINARY SHARES AND CONVERTIBLE PREFERENCE SHARES UNDER CONNECTED SPECIFIC MANDATE;

(3) APPLICATION FOR WHITEWASH WAIVER;

(4) LOAN CAPITALISATION INVOLVING ISSUE OF CONVERTIBLE PREFERENCE SHARES UNDER SPECIFIC MANDATE; AND

(5) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

References are made to (i) the circular (the “ Circular ”) of Sinopharm Tech Holdings Limited (the “ Company ”) dated 19 July 2024 and the announcement of the Company dated 14 June 2024 in relation to, among others, (a) the Capital Reorganisation; (b) the Loan Capitalisation; (c) the grant of Connected Specific Mandate and Specific Mandate; (d) the Whitewash Waiver; and (e) the Proposed Amendments and the adoption of the New Memorandum and Articles of Association; (ii) the announcement of the Company dated 5 July 2024 in relation to the delay in despatch of the Circular; and (iii) the announcement of the Company dated 11 July 2024 in relation to the closure of register of members for the EGM. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

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The Company is pleased to announce that the Circular containing, among others, (i) further details of (a) the Capital Reorganisation; (b) the Loan Capitalisation; (c) the grant of Connected Specific Mandate and Specific Mandate; (d) the Whitewash Waiver; and (e) the Proposed Amendments and the adoption of the New Memorandum and Articles of Association; (ii) a letter from the LR Independent Board Committee to the Independent Shareholders; (iii) a letter from the Code Independent Board Committee to the Independent Shareholders; (iv) a letter of advice from the Independent Financial Adviser to the LR Independent Board Committee, the Code Independent Board Committee and the Independent Shareholders; and (v) a notice convening the EGM, was despatched to the Shareholders who have requested hard copies, on 19 July 2024.

The EGM will be held at 11:00 a.m. on Thursday, 8 August 2024 at Units 1302–3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong. Details of the EGM were set out in the notice of the EGM despatched together with the Circular.

As the Capital Reorganisation and the Loan Capitalisation are conditional upon the satisfaction of certain conditions precedent, the Capital Reorganisation and/or the Loan Capitalisation may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares .

By order of the Board Sinopharm Tech Holdings Limited 國藥科技股份有限公司 HO Kam Kin Executive Director

Hong Kong, 19 July 2024

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As at the date of this announcement, the Board comprises Mr. HO Kam Kin and Ms. KWOK Shuk Yi as executive Directors, Dr. CHENG Yanjie as non-executive Director and Mr. LAU Fai Lawrence, Mr. HSU Dong An and Mr. HEUNG Pik Lun as independent non-executive Directors.

This announcement, 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

The Directors jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

This announcement will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at https://www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the website of the Company at http://www.sinopharmtech.com.hk.

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