Sisram Medical Ltd — AGM Information 2013

Jan 29, 2013

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.

Sustainable Forest Holdings Limited 永 保 林 業 控 股 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 723)

REVISED NOTICE OF ANNUAL GENERAL MEETING

REVISED NOTICE IS HEREBY GIVEN that the annual general meeting (‘‘AGM’’) of Sustainable Forest Holdings Limited (‘‘Company’’) will be held at Units 3–5, 21/F, No. 9 Queen’s Road Central, Central, Hong Kong on Tuesday, 5 February 2013 at 8:00 a.m. (or an adjournment thereof) to consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions:

ORDINARY BUSINESSES

1. To receive and adopt the audited consolidated financial statements and the reports of the directors (‘‘Directors’’) and auditor of the Company for the year ended 31 March 2012.

2. (i) To re-elect Mr. LEUNG Siu Hung, Joel as an executive Director.

3. (ii) To re-elect Ms. ZHOU Jing as an executive Director.

4. (iii) To re-elect Mr. MUNG Wai Ming as an executive Director.

5. (iv) To re-elect Mr. William Keith JACOBSEN as an independent non-executive Director.

6. (v) To re-elect Mr. WU Wang Li as an independent non-executive Director.

7. To authorise the board (‘‘Board’’) of Directors to fix the remuneration of the Directors.

8. To re-appoint auditor of the Company and authorize the Board to fix their remuneration.

9. For identification purposes only

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SPECIAL BUSINESSES

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

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.0533 each (‘‘Shares’’) in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to

   • (i) a Rights Issue (as hereinafter defined); or

   • (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes, options or other securities issued by the Company which carry rights to subscribe for or are convertible into Shares; or

   • (iii) an issue of Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries or any other eligible person(s) of Shares or rights to acquire Shares; or

   • (iv) an issue of Shares as scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company pursuant to the bye-laws of the Company (‘‘Bye-laws’’), from time to time,

shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

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(d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the date of 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 any applicable law or the Bye-laws to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of Shares of the Company open for a period fixed by the Directors to the holders of Shares of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate such other securities) as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any relevant jurisdiction).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent of the aggregate nominal amount of share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

4. (c) for the purpose of this Resolution:

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

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

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• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-laws to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• ‘‘THAT, subject to the passing of Resolutions Nos. 5 and 6 set out in the notice convening this AGM, the general mandate granted to the Directors to allot, issue and deal with additional Shares pursuant to Resolution No. 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 6, provided that such amount of Shares shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution.’’

By Order of the Board Sustainable Forest Holdings Limited FLETCHER Yurk Nam, Sandy Executive Director

Hong Kong, 30 January 2013

Notes:

• (1) A member of the Company entitled to attend and vote at the AGM may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

• (2) Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be 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.

• (3) In order to be valid, the new form of proxy (the ‘‘Second Proxy Form’’) duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

• (4) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• (5) As at the date of this notice, the Board comprises Ms. LOH Jiah Yee, Katherine, Ms. FLETCHER Yurk Nam, Sandy, Mr. LI Zhixiong, Mr. LEUNG Siu Hung, Joel, Ms. ZHOU Jing and Mr. MUNG Wai Ming as executive directors; and Mr. KEUNG Paul Hinsum, Mr. William Keith JACOBSEN and Mr. WU Wang Li as independent non-executive directors.

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• (6) IMPORTANT: A shareholder who has already lodged the form of proxy (the ‘‘First Proxy Form’’) which was sent together with the circular of the Company dated 4 January 2013 should note that:

• (i) If no Second Proxy Form is lodged with the Registrar, the First Proxy Form will be treated as a valid form of proxy lodged by the shareholder if correctly completed. The proxy so appointed by the shareholder will be entitled to cast his/her votes or to abstain from voting at his/her discretion on any resolution properly put to the meeting including the resolution for re-election of Ms. ZHOU Jing and Mr. MUNG Wai Ming as executive Directors and Mr. William Keith JACOBSEN and Mr. WU Wang Li as independent non-executive Directors set out in the supplemental circular dated 30 January 2013 and this revised notice.

• (ii) If the Second Proxy Form is lodged with the Registrar 48 hours before the time appointed for holding the meeting (the ‘‘Closing Time’’), the Second Proxy Form will be treated as a valid form of proxy lodged by the shareholder if correctly completed. The Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by the shareholder.

• (iii) If the Second Proxy Form is lodged with the Registrar after the Closing Time, the Second Proxy Form will be invalid. However, such Second Proxy Form will revoke the First Proxy Form previously lodged by the shareholder and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted. Accordingly, shareholders are advised not to lodge the Second Proxy Form after the Closing Time. If any shareholder in this case wishes to vote at the meeting, they will have to attend in person and vote at the meeting themselves.

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