Tianjin TEDA Biomedical Engineering Company Limited — Proxy Solicitation & Information Statement 2021

Oct 29, 2021

IMPORTANT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Chuanglian Education Financial Group Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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China Chuanglian Education Financial Group Limited 中國創聯教育金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Resolutions will be proposed at the extraordinary general meeting of China Chuanglian Education Financial Group Limited (the “Company”) to be held at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 18 November 2021 at 3:00 p.m. (the “EGM”) to approve the matters referred to in this circular.

A form of proxy for the EGM is enclosed in this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy and return it to the Company at Room 905-06, China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong or the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

1 November 2021

CONTENT

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
–	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Listing Rules Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

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DEFINITIONS

In this circular, the following expressions shall, unless the context requires otherwise, have the following meanings:

“Board”	the board of Directors
“Change of Name”	the proposed change of name of the Company from “China
	Chuanglian Education Financial Group Limited中國創聯教育金
	融集團有限公司” to “Chuanglian Holdings Limited創聯控股有
	限公司”
“Company”	China Chuanglian Education Financial Group Limited, a company
	incorporated in the Cayman Islands with limited liability whose
	issued Shares are listed on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be convened
	and held at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour
	Road, Wanchai, Hong Kong on Thursday, 18 November 2021 at
	3:00 p.m. to consider and, if thought fit, to approve the Change of
	Name
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	25 October 2021, being the latest practicable date prior to the
	printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

LETTER FROM THE BOARD

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China Chuanglian Education Financial Group Limited 中國創聯教育金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371)

Executive Directors Mr. Lu Xing (Chairman) Mr. Li Jia Mr. Xu Dayong Mr. Hu Dingdong (Chief Executive) Mr. Zhang Jie Mr. Song Bo

Independent Non-executive Directors Mr. Leung Siu Kee Mr. Wu Yalin Ms. Wang Shuping

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 905-06 China Evergrande Centre 38 Gloucester Road Wanchai, Hong Kong

1 November 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 6 October 2021 in respect of the Change of Name.

The purpose of this circular is to provide you with information relating to the special resolution to be proposed at the EGM regarding the Change of Name and notice for convening the EGM.

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “China Chuanglian Education Financial Group Limited 中國創聯教育金融集團有限公司” to “Chuanglian Holdings Limited 創聯控股 有限公司”, subject to the conditions set out below being fulfilled.

Conditions

The Change of Name will be subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the EGM to approve the Change of Name; and

2. the Registrar of Companies in the Cayman Islands granting approval for the use of the proposed new English and Chinese names by the Company.

Reasons for the Change of Name

The Board believes that the new English and Chinese names of the Company can more accurately reflect the Group’s overall business development and is of the opinion that the Change of Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Name

The Change of Name will take effect from the date of entry of the new English and Chinese names on the register maintained by the Registrar of Companies in the Cayman Islands.

The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong. The Change of Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.

All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Change of Name becoming effective, continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. As such, no arrangement will be made for the exchange of the existing share certificates of the Company for the new share certificates bearing the Company’s new name as a result of the Change of Name.

Once the Change of Name has become effective, any new share certificates of the Company will be issued only in the new name of the Company and the securities of the Company will be traded on the Stock Exchange in the new name.

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LETTER FROM THE BOARD

LISTING RULES REQUIREMENT

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for every resolution put to the vote of the EGM pursuant to article 66 of the Articles of Association. The results of poll will be published on the websites of the Stock Exchange and the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 circular 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 circular misleading.

EGM

Set out on pages 6 to 7 of this circular is a notice of the EGM to be held at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 18 November 2021 at 3:00 p.m. at which special resolution will be proposed to seek the approval of the Shareholders by way of a poll for the Change of Name. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has an interest in the Change of Name which is materially different from the other Shareholders. Therefore no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy to the Company at Room 905-06, China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong or the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Change of Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the special resolution to be proposed at the EGM.

Yours faithfully,

By Order of the Board

China Chuanglian Education Financial Group Limited

Lu Xing Chairman

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NOTICE OF EGM

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China Chuanglian Education Financial Group Limited 中國創聯教育金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Chuanglian Education Financial Group Limited (the “ Company ”) will be held at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 18 November 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English and Chinese names of the Company be changed from “China Chuanglian Education Financial Group Limited 中國創聯教育金融集團有限公司” to “Chuanglian Holdings Limited 創聯控股 有限公司” and any one or more Directors be and are hereby authorised for and on behalf of the Company to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of English and Chinese names of the Company.”

By order of the Board

China Chuanglian Education Financial Group Limited Lu Xing Chairman

Hong Kong, 1 November 2021

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 905-06 China Evergrande Centre 38 Gloucester Road Wanchai, Hong Kong

– 6 –

NOTICE OF EGM

Notes:

1. A form of proxy for use at the EGM is enclosed herewith. 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 but must attend the EGM in person to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares of the Company in respect of which each such proxy is so appointed.

2. In order to be valid, a 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 or authority, must be deposited at the Company at Room 905-06, 9/F., China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong or the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude members 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.

4. Where there are joint registered holders of any share(s) of the Company, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share(s) of the Company as if he/she is solely entitled thereto, but if more than one of such joint holders are present at the EGM, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding of the share(s) of the Company.

5. The register of members of the Company will be closed from Monday, 15 November 2021 to Thursday, 18 November 2021, both days inclusive, during which period no transfers of shares shall be registered. The holder of Shares whose name appears on the register of members of the Company on 18 November 2021 will be entitled to attend and vote at the EGM. In order to qualify for attending and voting at the forthcoming EGM, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 12 November 2021.

As at the date of this notice, the Board comprises Mr. Lu Xing (Chairman), Mr. Li Jia, Mr. Xu Dayong, Mr. Hu Dingdong, Mr. Zhang Jie and Mr. Song Bo as executive Directors; Mr. Leung Siu Kee, Mr. Wu Yalin and Ms. Wang Shuping as independent non-executive Directors.

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