Shenzhen Neptunus Interlong Bio Technique : Announcements and Notices - NOTICE OF EXTRAORDINARY GENERAL MEETING

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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.

深圳市海王英特龍生物技術股份有限公司

SHENZHEN NEPTUNUS INTERLONG BIO-TECHNIQUE COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 8329)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of 深圳市海王 英特龍生物技術股份有限公司 (Shenzhen Neptunus Interlong Bio-technique Company Limited*) (the "Company") will be held at 10:00 a.m. on Friday, 4 March 2016 at Meeting Room, 23rd Floor, Neptunus Yinhe Technology Mansion, 1 Keji Middle 3rd Road, Nanshan District, Shenzhen, Guangdong Province, The People's Republic of China (the "PRC"), for the purpose of considering and, if thought fit, passing,

with or without modifications, the following resolution:

ORDINARY RESOLUTION

1. "THAT

   
   

2. the form and substance of the distribution agreement (the "Distribution Agreement") dated

   10 December 2015 entered into between 深圳海王長健醫藥有限公司 (Shenzhen Neptunus Changjian Pharmaceutical Company Limited*) ("Neptunus Changjian") and 深圳海王藥業有 限公司(Shenzhen Neptunus Pharmaceutical Company Limited*) ("Neptunus Pharmaceutical") relating to the supply of various pharmaceutical products manufactured by Neptunus Pharmaceutical to Neptunus Changjian for distribution within the PRC for the period from the date of this resolution to 31 December 2018 in the amounts of RMB68,000,000 (approximately HK$82,927,000), RMB82,000,000 (approximately HK$100,000,000) and RMB98,000,000

   (approximately HK$119,512,000) for each of the three years ending 31 December 2016, 31 December 2017, 31 December 2018, respectively (a copy of the Distribution Agreement has been produced to the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose) and all the transactions contemplated thereby be and are hereby approved, confirmed and ratified; and

   
   

   * For identification purpose only

3. any one director (the "Director") of the Company be and are hereby authorised to do all such acts and things, negotiate, approve, sign, initial, ratify and/or execute all documents which may in the opinion of the Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Distribution Agreement or any transactions contemplated thereunder and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided under the Distribution Agreement) as are, in the opinion of the Director, in the interest of the Company and its shareholders as a whole."




By order of the Board

Shenzhen Neptunus Interlong Bio-technique Company Limited* Zhang Feng

Chairman




Shenzhen, the PRC, 15 January 2016




Registered office: Principal place of business in Hong Kong:

1/F, Block 1, 18th, Floor United Centre,

Research Building, 95 Queensway,

Neptunus Technical Center, Admiralty,

Langshan 2nd R.N., Hong Kong

Nanshan District, Shenzhen,

Guandong Province, PRC




Notes:




1. A shareholder of the Company (the "Shareholder") entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a Shareholder. In the case of joint holders of shares of the Company (the "Shares"), any one of such joint holders may sign the form of proxy. However, if more than one of such joint holders are present at the EGM, whether personally or by proxy, that one of the joint Shareholders so present whose name stands first in the register of Shareholders in respect of such Shares shall alone be entitled to vote in respect thereof.

   
   

2. In order to be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or the notarised copy of such power of attorney or authority must be lodged, in the case of holders of H shares of the Company (the "H Shares"), with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited (the "Company's H Share Registrar"), at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, and in the case of holders of domestic shares of the Company (the "Domestic Shares"), to the registered office of the Company at 1/F, Block 1, Research Building, Neptunus Technical Center, Langshan 2nd R.N., Nanshan District, Shenzhen, Guangdong Province, the PRC no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).

   
   

3. The Shareholders or their proxies will be required to produce proof of their identities (and a copy of the form of proxy in case of proxies) when attending the EGM.

4. The register of Shareholders of the Company will be closed from 5 February 2016 to 4 March 2016, both days inclusive, during which period no transfer of Shares will be effected. As regards holders of H Shares, in order to qualify for attendance at the EGM, all transfers of H Shares accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on 4 February 2016.

   
   

5. Holders of H Shares intending to attend the EGM must complete and return the enclosed reply slip to the Company's H Share Registrar, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, by hand, by post or by fax (fax no.: (852) 2810 8185) no later than 12 February 2016.

   
   

6. Holders of Domestic Shares intending to attend the EGM must complete and return the enclosed reply slip to the registered office of the Company at 1/F, Block 1, Research Building, Neptunus Technical Center, Langshan 2nd R.N., Nanshan District, Shenzhen, Guangdong Province, the PRC by hand, by post or by fax (fax no.: (86) 755 8639 1610) no later than 12 February 2016.

   
   

7. The EGM is expected to last for no more than a day. The Shareholders or their proxies attending the EGM shall bear their own traveling, accommodation and meal expenses.

   
   

8. Voting at the EGM will be conducted by way of poll.

   
   

9. For any enquiries about this notice, please contact the contact person of general meetings, Mr. Huang Jian Bo, at (86) 755 2640 1275.




As at the date of this notice, the executive Directors are Mr. Zhang Feng, Mr. Chai Xiang Dong and Mr. Xu Yan He; the non-executive Directors are Mr. Liu Zhan Jun, Ms. Yu Lin and Mr. Song Ting Jiu; and the independent non-executive Directors are Mr. Yick Wing Fat, Simon, Mr. Poon Ka Yeung and Mr. Yu Bo.




This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (the" GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this notice is accurate and complete in all material aspects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this notice or this notice misleading.




This notice will remain on the" Latest Company Announcements" page of the GEM website at http:// www.hkgem.com for at least 7 days from its date of publication and on the website of the Company at www.interlong.com.