Hong Kong Life Sciences and Techs Gp : revised notice of postponed annual general meeting

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Hong Kong Life Sciences and Technologies Group Limited

香 港 生 命 科 學 技 術 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8085)

REVISED NOTICE OF POSTPONED ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the postponed annual general meeting (the ''Postponed AGM'') of Hong Kong Life Sciences and Technologies Group Limited (the ''Company'') will be held at 5/F., Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong on Friday, 15 September 2017 at 11: 00 a.m. to consider and, if thought fit, pass with or without amendments the following ordinary resolutions:

1. to receive and consider the audited financial statements, the Directors' report and the independent auditors' report for the year ended 31 March 2017;

2. (a) to re-elect Mr. Zhang James Jian Yuan as an independent non-executive Director;

3. to re-elect Mr. Lu Zhiqiang as an executive Director;

4. to re-elect Mr. Chui Kwong Kau as an executive Director;

5. to re-elect Mr. Chan Yun Hing as an independent non-executive Director;

6. to re-elect Dr. Sun Yu as an executive Director; and

7. to authorise the board of Directors to fix the Directors' remuneration;

8. to re-appoint Pan-China (H.K.) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix its remuneration; and

   as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

9. ''THAT:

   ORDINARY RESOLUTIONS

10. subject to paragraph (c) below, pursuant to the Rules (the ''GEM Listing Rules'') Governing the Listing of Securities on the Growth Enterprise Market (the ''GEM'') of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.04 each (each, the ''Share'') in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

11. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

12. the aggregate of the share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to share options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or

13. the exercise of any share options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or

14. any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ''Articles'') in force from time

    to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the aggregate of the share capital of the Company in issue as at the date of the passing of this resolution; and

15. for the purposes of this resolution:

''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;

2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Cayman Islands to be held; and

3. when revoked or varied by an ordinary resolution of the shareholders of the Company (the ''Shareholders'') in a general meeting prior to the next annual general meeting of the Company.

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company's register of Shareholders on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

16. ''THAT:

17. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase Shares in the capital of the Company on the Stock Exchange, or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

18. the aggregate number of the Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

19. for the purposes of this resolution:

    ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:

20. the conclusion of the next annual general meeting of the Company;

21. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Cayman Islands to be held; and

22. when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.''

23. ''THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and is hereby extended by the addition to the aggregate of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.''

By order of the Board

Hong Kong Life Sciences and Technologies Group Limited Lu Zhiqiang

Executive Director and Chief Executive Officer

Hong Kong, 23 August 2017

Notes:

1. Any Shareholders entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she/ it is the holder of two or more Shares, more than one proxy to attend and vote on his/her/its behalf in accordance with the Articles. A proxy need not be a Shareholder.

2. To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (the ''Branch Share Registrar'') not later than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof (the ''Closing Time'').

3. Completion and return of an instrument appointing a proxy will not preclude a Shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In the case of joint registered holders of any Share(s), any one of such joint holders may vote, either in person or by proxy, in respect of such Share(s) as if he/she/it was solely entitled thereto if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names first stand in the register of Shareholders in respect of the joint holding.

5. Since the form of proxy (the ''First Form of Proxy'') sent together with the circular dated 11 July 2017 do not contain the proposed additional resolution for the re-election of Dr. Sun as an executive Director, the revised form of proxy (the ''Revised Form of Proxy'') for use at the Postponed AGM has been prepared and is enclosed with the supplemental circular.

6. IMPORTANT: A Shareholder who has not yet lodged the First Form of Proxy with the Branch Share Registrar is requested to lodge the Revised Form of Proxy if he/she/it wishes to appoint proxy(ies) to attend the Postponed AGM on his/her/its behalf. In this case, the First Form of Proxy should not be lodged with the Branch Share Registrar.