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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2022

Dec 15, 2022

49801_rns_2022-12-15_daaef569-dce7-45dd-a73c-71de56fdc5a4.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.

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CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED

(Incorporated in Hong Kong with limited liability) (Stock Code: 570)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of China Traditional Chinese Medicine Holdings Co. Limited (the “ Company ”, together with its subsidiaries the “ Group ”) will be held at Conference Room, 4th floor, Winteam Plaza, 6 Kuiqi Second Road, Chancheng District, Foshan City, Guangdong Province, China, on Wednesday, 4 January 2023 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. THAT :

    • (a) The new master supply agreement (the “ New Master Supply Agreement ”) dated 11 November 2022 and entered into between the Company and CNPGC in relation to the sales of various pharmaceutical products manufactured and supplied by the Group to the CNPGC Group and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

    • (b) the annual caps for the New Master Supply Agreement and the transactions contemplated thereunder as stated in the Circular for the three years ending 31 December 2025 be and are hereby approved, confirmed and ratified; and

    • (c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the New Master Supply Agreement and the transactions contemplated thereunder and to waive compliance from or make and agree such variations of a non-material nature

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to any of the terms of the New Master Supply Agreement as they may in his/her/their discretion consider to be desirable and in the interests of the Company and all the Directors’ acts as aforesaid be hereby approved, confirmed and ratified.”

By order of the Board China Traditional Chinese Medicine Holdings Co. Limited CHEN Yinglong Chairman

Hong Kong, 15 December 2022

Notes:

  1. In order to determine the Shareholders who are entitled to attend the EGM, the Company’s register of Shareholders will be closed from Friday, 30 December 2022 to Wednesday, 4 January 2023 (both days inclusive). The Shareholders whose names appear on the register of members of the Company on Wednesday, 4 January 2023 are entitled to attend and vote at the EGM. Shareholders who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the registrar of the Company 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 no later than 4:30 p.m. on Thursday, 29 December 2022.

  2. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a member of the Company.

  3. A form of proxy for the EGM is enclosed. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM.

As at the date of this notice, the Board comprises twelve Directors, of which Mr. CHEN Yinglong, Mr. CHENG Xueren and Mr. YANG Wenming are executive Directors; Ms. LI Ru, Mr. YANG Binghua, Mr. WANG Kan, Mr. MENG Qingxin and Mr. KUI Kaipin are non-executive Directors; and Mr. XIE Rong, Mr. YU Tze Shan Hailson, Mr. QIN Ling and Mr. LI Weidong are independent nonexecutive Directors.

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