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SSY Group Limited — Proxy Solicitation & Information Statement 2015
Jul 31, 2015
50335_rns_2015-07-31_00e000f8-6e67-446c-83f7-97c2aa4d2786.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.
This announcement has been prepared pursuant to, and in order to comply with, the Listing Rules, the Takeovers Code and the Share Buy-backs Code and does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.
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(formerly known as Lijun International Pharmaceutical (Holding) Co., Ltd. 利君國際醫藥(控股)有限公司)
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2005)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that a extraordinary general meeting (the “ EGM ”) of the shareholders of SSY Group Limited (the “ Company ”) will be held at Rooms 4902-03, 49/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 17 August 2015 at 11:30 a.m. (or at any adjourned meeting thereof) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
- (a) the conditional cash offer (the “ Offer ”) by BNP Paribas Securities (Asia) Limited on behalf of the Company to repurchase up to 150,000,000 shares of nominal value HK$0.02 each in the issued share capital of the Company (the “ Shares ”) held by the shareholders of the Company (the “ Shareholders ”) at a price of HK$3.30 per Share to be paid in cash and subject to the terms and conditions set out in the offer document despatched to the Shareholders and dated 31 July 2015 together with the accompanying form of acceptance (a copy of which marked “ A ” has been produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to repurchase Shares granted by the Shareholders at the
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annual general meeting of the Company on 15 May 2015, and that the directors of the Company be and are hereby authorised to execute all such documents (and, where necessary, to affix the seal of the Company on them in accordance with the bye-laws of the Company) with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Offer including without limitation, completion of the repurchase of Shares pursuant to the Offer; and
- (b) the waiver (the “ Whitewash Waiver ”) in respect of any obligation under the Codes on Takeovers and Mergers and Share Buy-backs (the “ Codes ”) of Mr. Qu Jiguang and China Pharmaceutical Company Limited to make a mandatory general offer for all the issued Shares other than those already held by them which may, but for the Whitewash Waiver, arise upon completion of the Offer be and is hereby approved, and that the directors of the Company be and are hereby authorised to execute all such documents (and, where necessary, to affix the seal of the Company on them in accordance with the bye-laws of the Company) with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Whitewash Waiver.”
By Order of the Board SSY Group Limited Qu Jiguang Chairman
Hong Kong, 31 July 2015
Head office and principal place of business in Hong Kong:
Rooms 4902-03, 49th Floor,
Central Plaza,
18 Harbour Road, Wanchai
Hong Kong
Notes:
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A form of proxy (“ Form of Proxy ”) for use at the EGM is enclosed herewith.
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A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company 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 needs not be a member of the Company but must attend the EGM in person to represent him/her.
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The Form of Proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch share registrar and transfer office 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 holding of the EGM or any adjourned meeting (as the case may be), and in default thereof the Form of Proxy shall not be treated as valid. Such Form of Proxy is also published on the HKExnews website of The Stock Exchange of Hong Kong Limited at www.hkexnews. hk and the website of the Company at www.ssygroup.com.hk. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. Completion and deposit of the Form of Proxy shall not preclude a member of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the Form of Proxy shall be deemed to be revoked.
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The Form of Proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
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Corporate representatives shall before the EGM commences produce the relevant resolution of directors or other governing body or the power of attorney under which they are authorised to attend, act and vote at the meeting.
If a member which is a corporation wishes to appoint a proxy to attend and vote at the meeting, Note 3 above shall be applicable.
- Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the EGM or at any adjourned meeting thereof (as the case may be), either personally or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or at any adjourned meeting thereof (as the case may be), 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 share(s) shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the Board comprises Mr. Qu Jiguang, Mr. Wang Xianjun and Mr. Su Xuejun as executive Directors, and Mr. Wang Yibing, Mr. Leung Chong Shun and Mr. Chow Kwok Wai as independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the 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 statements in this announcement misleading.
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