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 5:00 p.m. on Thursday, 15 October 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: ORDINARY RESOLUTIONS
1. 'That
(a) the conditional sale and purchase agreement (the 'Magnum Agreement') entered into between the Company, as purchaser, and Magnum Opus International Holdings Limited ('Magnum'), as vendor, dated 8 May 2015 in relation to the sale and purchase of the 7% senior convertible notes issued by China Cord Blood Corporation ('CCBC') due 2017 in an aggregate outstanding principal amount of US$25,000,000 (the 'Magnum CN') convertible into the ordinary shares of US$0.0001 per share in the share capital of CCBC (the 'CCBC Share(s)') owned by Magnum (a copy of which has been produced to the meeting and marked 'A' and initialed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;
(b) the exercise of the conversion rights, at the discretion of the Company, attaching to the
Magnum CN be and is hereby approved; and
(c) any one director of the Company (the 'Director') be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Magnum Agreement, the exercise of the conversion rights attaching to the Magnum CN, and the transactions contemplated under the Magnum Agreement and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director, in the interests of the Company and its shareholders as a whole 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.'
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2. 'That
(a) the conditional sale and purchase agreement (the 'CGL Agreement') entered into between the Company, as purchaser, and Cordlife Group Limited ('CGL'), as vendor, dated 8 May
2015 in relation to the sale and purchase of the 7% senior convertible notes issued by CCBC due 2017 in an aggregate outstanding principal amount of US$25,000,000 (the 'CGL CN') convertible into the CCBC Shares owned by CGL and all the CCBC Shares beneficially owned, directly or indirectly, by CGL as of the completion of the CGL Agreement (a copy of which has been produced to the meeting and marked 'B' and initialed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;
(b) the exercise of the conversion rights, at the discretion of the Company, attaching to the CGL CN be and is hereby approved; and
(c) any one Director be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the CGL Agreement, the exercise of the conversion rights attaching to the CGL CN, and the transactions contemplated under the CGL Agreement and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director, in the interests of the Company and its shareholders as a whole 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.'
Yours faithfully
By Order of the Board
Chairman
Hong Kong, 26 September 2015
Notes:
(1) The register of members of the Company will be closed from Wednesday, 14 October 2015 to Thursday, 15 October 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 Tuesday, 13 October 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.
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(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.
(5) The translation into Chinese language of the above notice is for reference only. In case of any inconsistency, the English version shall prevail.
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.
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