BEIJING HEALTH (HOLDINGS) LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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
notice.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2389) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Genvon Group Limited (the "Company") will be held at 11:30 a.m. on 19 January 2015 at 66/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions: ORDINARY RESOLUTIONS 1. "THAT:-
(a) the sale and purchase agreement dated 21 November 2014 (the "Disposal Agreement") entered into between United Win International Corporation (a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company) as the vendor, Jingjun Global Limited (a limited company incorporated in the British Virgin Islands and wholly owned by Mr. Wang Zheng Chun, an executive Director and the chairman of the Company) as the purchaser, the Company as the vendor's guarantor, and Mr. Wang Zheng Chun as the purchaser's guarantor in relation to the disposal of the entire issued share capital of World Wisdom Industrial Limited (the " Disposal Company") for a total consideration of HK$668,900,000, a copy of which has been produced to this meeting marked "A" and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) any one or more of the directors of the Company be and is/are hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Disposal Agreement and the transactions contemplated thereunder."
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Subject to and conditional on the passing of the ordinary resolution no.1 as set out in the notice convening the meeting,
(a) the guarantee dated 2 July 2013 and entered into between Shanghai Zhuanfeng Property Development Limited ( rrBjìi:fm-liJIiJm:ff�%m, " Shanghai Zhuanfeng "), a wholly o wned subsidiary of the Compan y, and China Construction Bank Corporation ("CCB"), pursuant to which Shanghai Zhuanfeng provided a guarantee in favour of CCB for a loan in the sum of RMB220 million granted to Jiangsu Zhuanfeng Properties Limited (Ulì*jìi:fJil!I:ff�%m, a non-wholly owned subsidiary of the Disposal Company) by CCB for a term commencing from 2 July 2013 to 1 July 2016, a copy of which has been produced to this meeting marked "B" and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) any one or more of the directors of the Company be and is/are hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Guarantee and the transactions contemplated thereunder."
Yours faithfully,
For and on behalf of the Board
Executive Director and Chief Executive Officer
Hong Kong, 31 December 2014
Notes:
1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
2. Where there are joint registered holders of any share, any one of such person may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. However, if more than one of such joint holders by present at the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.
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3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be delivered at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Ltd., at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong no less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this notice, the Board comprises eight Executive Directors, namely Mr. Zhu Shi Xing, Mr. Zhang Jing Ming, Mr. Gu Shan Chao, Mr. Liu Xue Heng, Mr. Xu Guang Yu, Mr. Hu Xiao Yong, Mr. Dong Qi and Mr. Wang Zheng Chun and three Independent Non-Executive Directors, namely Mr. Wu Yong Xi, Mr. Tse, Man Kit, Keith and Mr. Xie Ming.
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