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.
Golden Meditech Holdings Limited(Incorporated in the Cayman Islands with limited liability)
(Stock Code : 00801) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Golden
Meditech Holdings Limited (the "Company") will be held at 10:00 a.m. on Thursday, 17 September
2015 at No. 4 Yong Chang North Road, Beijing Economic Technological Development Area, Beijing, China to consider and, if thought fit, approve, with or without modifications, the following resolutions as ordinary resolutions. Unless otherwise indicated, capitalised terms used in this notice and the following resolutions have the same meanings as those defined in the circular of the Company dated
31 August 2015 (the "Circular") of which the notice convening the EGM forms part.
1. "THAT subject to (i) the passing of each of the resolutions numbered 2 and 3 below; and (ii) fulfillment of the conditions of the Underwriting Agreement (a copy of which has been produced to this meeting marked "A" and signed by the chairman of this meeting for the purpose of identification) and such agreement not being terminated in accordance with its terms:
(a) the allotment and issue by way of open offer of not less than 985,695,846 Offer Shares and not more than 1,054,152,306 Offer Shares at the Subscription Price of HK$1.00 per Offer Share to the Eligible Shareholders whose names appear on the register of members of the Company on Friday, 25 September 2015 (or such other date as the Company and the Sole Underwriter may agree to be the Record Date) other than the Excluded Shareholders on the basis of one Offer Share for every two Shares held on the Record Date and otherwise on the terms and conditions as set out in the Circular be and is hereby approved;
(b) the Directors be and are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer to the Eligible Shareholders and, in particular, the Directors may make such exclusion or other arrangements in relation to the Excluded Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws and/or regulations of, or the rules and/or requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and
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(c) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Open Offer or as he considers necessary or otherwise expedient in connection with the implementation of or giving effect to the Open Offer and the transactions contemplated thereunder or in this resolution save and except that if the common seal of the Company shall be affixed to any document(s) referred to in this resolution, such document(s) must be signed by at least two Directors."
2. "THAT subject to the passing of each of the resolutions numbered 1 above and numbered
3 below:
(a) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Offer Shares, if any, by the Sole Underwriter) be and are hereby approved; and
(b) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Underwriting Agreement as he considers necessary or otherwise expedient in connection with the implementation of or giving effect to the Underwriting Agreement (including without limitation entering into supplemental agreement(s) to the Underwriting Agreement) and the transactions contemplated thereunder or in this resolution save and except that if the common seal of the Company shall be affixed to any document(s) referred to in this resolution, such document(s) must be signed by at least two Directors."
3. "THAT subject to (i) the passing of each of the resolutions numbered 1 and 2 above; and (ii) the Executive granting to Bio Garden the Whitewash Waiver and the satisfaction of any condition(s) attached to the Whitewash Waiver and such other necessary waiver or consent of the Executive for the transactions contemplated under the Open Offer and/or the Underwriting Agreement (if any), the waiver pursuant to Note 1 on dispensations from Rule
26 of the Takeovers Code waiving any obligation on the part of Bio Garden to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by the Concert Group as a result of Bio Garden's underwriting obligations under the Underwriting Agreement and/or pursuant to the Concert Group's application for any excess Offer Shares which is accepted by the Company be and is hereby approved."
Yours faithfully
By Order of the Board
KAM Yuen
Chairman
Hong Kong, 31 August 2015
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Notes:
(1) The register of members of the Company will be closed from Tuesday, 15 September 2015 to Thursday, 17 September
2015, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office 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 not later than 4:30 p.m. on Monday, 14 September 2015.
(2) A member entitled to attend and vote at the EGM is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy needs not be a member of the Company.
(3) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must 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 extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.
(4) If two or more persons are joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.
As at the date of this announcement, the Board comprises 9 Directors. The executive Directors are Mr. Kam Yuen (Chairman), Mr. Kong Kam Yu and Mr. Yu Kwok Kuen, Harry; the non-executive Directors are Ms. Zheng Ting and Mr. Gao Yue; and the independent non-executive Directors are Prof. Cao Gang, Mr. Feng Wen, Prof. Gu Qiao and Mr. Daniel Foa.
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 statement in this announcement misleading.
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