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Sisram Medical Ltd Proxy Solicitation & Information Statement 2021

May 24, 2021

50098_rns_2021-05-24_97951e79-1b64-4855-823b-afea99b94e88.pdf

Proxy Solicitation & Information Statement

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

**Sisram Medical Ltd 復 醫療科技有限公司 ***

(Incorporated in Israel with limited liability) (Stock code: 1696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Sisram Medical Ltd (the “ Company ”) will be held at Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489, Hennessy Road, Causeway Bay, Hong Kong on, Wednesday, 30 June 2021 at 4:00 p.m. (or as soon as after the conclusion of the Annual General Meeting to be held at 3:00 p.m. on the same day, or at any adjournment thereof), for the purposes of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

  1. To consider and, if thought fit, approve the sale and purchase agreement dated 22 April 2021 entered into between the Sisram Medical (Tianjin) Limited* (復 醫療 科技(天津)有限公司), Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復 星醫藥(集團)股份有限公司) and Qianda (Tianjin) International Trading Co., Ltd.* (謙達(天津)國際貿易有限公司) (the “ Sale and Purchase Agreement ”) and the proposed acquisition contemplated thereunder as set out in the circular of the Company dated 25 May 2021; and to authorise any Director to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Sale and Purchase Agreement.

On behalf of the Board Sisram Medical Ltd 復 醫療科技有限公司 Yi LIU*

Chairman

Hong Kong, 25 May 2021

Notes:

  1. All resolution at the Meeting will be taken by a poll pursuant to the articles of association and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
  • For identification purpose only

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  1. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy (or more than one proxy if he/she holds more than one share) to attend and on a poll, vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. In case of a poll every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  2. In order to be valid, the 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 of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the EGM (i.e. not later than 4:00 p.m. on Monday, 28 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. The register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021 (both dates inclusive). In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Thursday, 24 June 2021.

  4. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Meeting arrangements at short notice. Shareholders of the Company should check the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.com.hk) and the Company (http://www.sisram-medical.com) for future announcements and updates on the Meeting arrangements.

  5. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the board of directors of the Company comprises Mr. Yi LIU, Mr. Lior Moshe DAYAN and Mr. Guojun BU as Executive Directors; Mr. Yifang WU, Mr. Yao WANG and Ms. Rongli FENG as Non-executive Directors; Mr. Heung Sang Addy FONG, Mr. Chi Fung Leo CHAN, Ms. Jenny CHEN and Mr. Kai Yu Kenneth LIU as Independent Non-executive Directors.

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