Zhongzhi Pharmaceutical : NOTICE OF EXTRAORDINARY GENERAL MEETING

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Zhongzhi Pharmaceutical Holdings Limited

中 智 藥 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3737)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Zhongzhi Pharmaceutical Holdings Limited (the "Company") will be held at Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 12 October 2020 at 2:30 p.m. (the "EGM"), for the following purposes:

ORDINARY RESOLUTIONS

As ordinary business to consider and, if thought fit, pass, with or without modification the following resolutions as ordinary resolutions:

1. (a) the declaration and payment of an interim dividend of HK3.7 cents per ordinary share (the "Shares") out of the share premium account of the Company (the "Interim Dividend") to shareholders of the Company whose names appeared on the register of members of the Company on the record date fixed by the board of Directors (the "Board") for determining the entitlements to the Interim Dividend be and is hereby approved; and
2. 1. any Director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Interim Dividend.
3. (a) the declaration and payment of a special dividend of HK1.45 cents per Share out of the share premium account of the Company (the "Special Dividend") to shareholders of the Company whose names appeared on the register of members of the Company on the record date fixed by the Board for determining the entitlements to the Special Dividend be and is hereby approved; and

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1. any Director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Dividend.

	By order of the Board
	Zhongzhi Pharmaceutical Holdings Limited
	Lai Zhi Tian
	Chairman
Hong Kong, 15 September 2020
Registered office:	Headquarter, head office and principal place of
	business in Hong Kong:
Clifton House	Unit 10B, 15/F
75 Fort Street	Cable TV Tower
P.O. Box 1350	9 Hoi Shing Road
Grand Cayman	Tsuen Wan, New Territories
KY1-1108	Hong Kong
Cayman Islands

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf.
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 notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours (i.e. 2:30 p.m. on Saturday, 10 October 2020) before the time for holding the EGM. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present and in such event the form of proxy shall be deemed revoked.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.
4. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such Share shall alone be entitled to vote in respect thereof.

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1. For the purposes of holding the EGM, the register of members of the Company will be closed from Tuesday, 6 October 2020 to Monday, 12 October 2020 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the EGM scheduled to be held on Monday, 12 October 2020. The record date will be Monday, 12 October 2020. In order to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on Monday, 5 October 2020.
2. The register of members of the Company will be closed from Monday, 19 October 2020 to Wednesday, 21 October 2020, (both days inclusive), for the purpose of determining the entitlement to the proposed interim dividend and special dividend for the six months ended 30 June 2020. The record date will be Wednesday, 21 October 2020. In order to qualify for the proposed interim dividend and special dividend the six months ended 30 June 2020, all transfer forms accompanied by relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, not later than 4:00 p.m. on Friday, 16 October 2020.
3. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in effect any time after 10:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will publish an announcement on the website of the Company at www.zeus.cn and website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

Mr. Lai Zhi Tian (Chairman)

Mr. Lai Ying Feng

Mr. Cao Xiao Jun

Mr. Cheng Jin Le

Non-executive Directors:

Ms. Jiang Li Xia

Mr. Yang Ai Xing

Independent Non-executive Directors:

Mr. Ng Kwun Wan

Mr. Wong Kam Wah

Mr. Zhou Dai Han

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