Viva Biotech Holdings — Proxy Solicitation & Information Statement 2020

Sep 25, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in VIVA BIOTECH HOLDINGS , you should at once hand this circular 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 the transferee.

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.

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VIVA BIOTECH HOLDINGS 維亞生物科技控股集團 (Incorporated in the Cayman Islands as an exempted company with limited liability) (Stock code: 1873)

PROPOSED INCREASE OF AUTHORIZED SHARE CAPITAL AND NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING IN 2020

Capitalized terms used on this cover page shall have the same meanings as those defined in “Definitions” in this circular.

A notice convening the EGM of VIVA BIOTECH HOLDINGS to be held at 2/F Meeting Room, 334 Aidisheng Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Wednesday, October 21, 2020 at 10 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.vivabiotech.com. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the EGM in person.

September 28, 2020

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Viva Biotech Holdings, a company incorporated in the Cayman Islands
	as an exempted company with limited liability on August 27, 2008,
	the issued Shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 1873)
“Directors”	the director(s) of the Company
“EGM”	the first extraordinary general meeting of the Company in 2020 to be
	held at 2/F Meeting Room, 334 Aidisheng Road, Zhangjiang Hi-Tech
	Park, Pudong New District, Shanghai, PRC on Wednesday, October 21,
	2020 at 10 a.m., notice of which is set out on pages EGM-1 to EGM-2 of
	this circular for the Shareholders to consider and, if thought fit, approve
	the Increase of Authorized Share Capital
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Increase of Authorized Share	the proposed increase of the authorized share capital of the Company
Capital”	from US$50,000 divided into 2,000,000,000 Shares to US$100,000
	divided into 4,000,000,000 Shares (ranking pari passu with the existing
	Shares in all respects upon issue)
“Latest Practicable Date”	September 24, 2020, being the latest practicable date of ascertaining
	certain information contained in this circular prior to its publication
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange (as
	amended from time to time)
“PRC”	the People’s Republic of China, which for the sole purpose of this
	circular excludes Hong Kong, Macau Special Administrative Region and
	Taiwan
“Share(s)”	the shares of the Company of US$0.000025 each
“Shareholder(s)”	the holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	United States dollar(s), the lawful currency of the United States of
	America
“%”	per cent.

– 1 –

LETTER FROM THE BOARD

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VIVA BIOTECH HOLDINGS 維亞生物科技控股集團

(Incorporated in the Cayman Islands as an exempted company with limited liability)

(Stock code: 1873)

Executive Directors: Mr. MAO Chen Cheney (Chairman of the Board) Mr. WU Ying Mr. HUA Fengmao Mr. REN Delin

Registered office: PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Non-executive Directors: Ms. MAO Jun Ms. SUN Yanyan

Independent non-executive Directors: Mr. FU Lei Ms. LI Xiangrong Mr. WANG Haiguang

Corporate Headquarters: 334 Aidisheng Road Zhangjiang High-Tech Park Pudong New District Shanghai, PRC

Principal place of business in Hong Kong: Room 1901, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong

September 28, 2020

To the Shareholders:

Dear Sir/Madam,

PROPOSED INCREASE OF AUTHORIZED SHARE CAPITAL AND NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING IN 2020

I. INTRODUCTION

The Company refers to its announcement dated September 23, 2020 in relation to the proposed Increase of Authorized Share Capital.

II. THE INCREASE OF AUTHORIZED SHARE CAPITAL

The Company has an authorized share capital of US$50,000 divided into 2,000,000,000 Shares, of which 1,910,846,504 Shares were in issue as of the Latest Practicable Date. The Board proposed to increase the authorized share capital of the Company from US$50,000 divided into 2,000,000,000 Shares to US$100,000 divided into 4,000,000,000 Shares by the creation of 2,000,000,000 additional Shares. The Increase of Authorized Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

– 2 –

LETTER FROM THE BOARD

Reason for the Increase of Authorized Share Capital

The Company proposes to undertake the Increase of Authorized Share Capital in order to accommodate future issues of Shares which shall include outstanding convertible securities of the Company, securities to be issued pursuant to the share incentive schemes and the share option scheme of the Company, as well as to provide the Company with a flexibility for future investments and fundraising in the future, as and when necessary.

As of the Latest Practicable Date, other than the 1,910,846,504 Shares in issue, the Company has also granted under the share incentive schemes and the share option scheme of the Company options carrying rights to subscribe for an aggregate of 40,354,514 Shares which are outstanding. The Company also may be required to issue (i) 50,321,973 Shares pursuant to certain outstanding convertible bonds of the Company, details of which are set out in the Company’s announcements dated January 22, 2020, January 23, 2020, February 5, 2020 and February 11, 2020, respectively and (ii) 8,654,685 Shares as consideration shares for the acquisition of SYNthesis med chem (Hong Kong) Limited, details of which are set out in the Company’s announcement dated September 21, 2020.

Immediately after the completion of the Increase of Authorized Share Capital of the Company and assuming no change in the issued share capital of the Company from the Latest Practicable Date up to the EGM, the Company will have 1,910,846,504 Shares in issue and 2,089,153,496 Shares remaining unissued.

III. EGM

The EGM will be held at 2/F Meeting Room, 334 Aidisheng Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Wednesday, October 21, 2020 at 10 a.m. for the Shareholders to consider and, if thought fit, approve the Increase of Authorized Share Capital.

Set out on pages EGM-1 to EGM-2 of this circular is the notice of the EGM containing, inter alia, an ordinary resolution in relation to the Increase of Authorized Share Capital.

Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the EGM against the epidemic to protect the Shareholders from the risk of infection:

• (i) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue;

• (ii) every Shareholder or proxy is required to wear face masks throughout the meeting;

• (iii) no souvenirs will be provided; and

• (iv) no refreshments will be served.

– 3 –

LETTER FROM THE BOARD

V. FORM OF PROXY

A form of proxy is enclosed for use at the EGM. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the holding of the EGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the EGM in person.

VI. VOTING BY POLL

There is no Shareholder who has any material interest in the resolution in relation to the Increase of Authorized Share Capital to be proposed at the EGM, and therefore no Shareholder is required to abstain from voting on such resolution.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The Chairman of the EGM shall therefore demand voting on the resolution set out in the notice of EGM be taken by way of poll pursuant to article 13.5 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

VII. RECOMMENDATION

The Directors consider that the Increase of Authorized Share Capital is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the resolution to be proposed at the EGM.

Yours faithfully By Order of the Board VIVA BIOTECH HOLDINGS MAO Chen Cheney Chairman and Chief Executive Officer

– 4 –

NOTICE OF THE EGM

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VIVA BIOTECH HOLDINGS 維亞生物科技控股集團

(Incorporated in the Cayman Islands as an exempted company with limited liability)

(Stock code: 1873)

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of VIVA BIOTECH HOLDINGS (the “ Company ”) will be held at 2/F Meeting Room, 334 Aidisheng Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Wednesday, October 21, 2020 at 10 a.m. to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated September 28, 2020.

ORDINARY RESOLUTION

The increase of authorized share capital of the Company from US$50,000 divided into 2,000,000,000 Shares of US$0.000025 each to US$100,000 divided into 4,000,000,000 ordinary shares of US$0.000025 each, by creating an additional 2,000,000,000 ordinary shares of US$0.000025 each (the “ Increase of Authorized Share Capital ”) be and is hereby approved and confirmed and any one Director be and is hereby authorized to sign, execute and deliver or authorize the signing, execution and delivery of all such documents (including affixing the common seal of the Company thereon) and to do all such things as he or she may in his or her absolute discretion consider necessary, expedient or desirable to implement and/or to give effect to or otherwise in connection with the Increase of Authorized Share Capital.

By Order of the Board VIVA BIOTECH HOLDINGS MAO Chen Cheney Chairman and Chief Executive Officer

Hong Kong, September 28, 2020

Notes:

(i) A shareholder 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 proxy need not be a shareholder of the Company. A shareholder 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. On a poll, votes may be given either personally or by proxy. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the above meeting in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the above meeting as their proxy rather than a third party to attend and vote on their behalf at the above meeting (or any adjournment thereof).

– EGM-1 –

NOTICE OF THE EGM

• (ii) In the case of joint holders, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as 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 shall alone be entitled to vote in respect thereof.

• (iii) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (iv) The transfer books and register of members of the Company will be closed from October 16, 2020 to October 21, 2020, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending EGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on October 15, 2020.

– EGM-2 –