GOLDEN MEDITECH HOLDINGS LIMITED 金衛醫療 …Ms. ZHENG Ting Independent Non-Executive Directors: Prof. CAO Gang Mr. GAO Zong Ze Prof. GU Qiao Registered office: Appleby Corporate

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the wholeor any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consulta stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, orother professional adviser.

If you have sold or transferred all your shares in Golden Meditech Holdings Limited (the “Company”), youshould at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agentthrough whom the sale or transfer was effected for transmission to the purchaser or transferee.

GOLDEN MEDITECH HOLDINGS LIMITED金衛醫療集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 801)

PROPOSALS FOR(1) RE-ELECTION OF DIRECTORS;

(2) GRANT OF GENERAL MANDATES TO ISSUE ANDREPURCHASE SHARES;

(3) ADOPTION OF SHARE AWARD PLAN; ANDNOTICE OF ANNUAL GENERAL MEETING

A letter from the Chairman of the Company is set out on pages 4 to 7 of this circular. A notice convening theannual general meeting (the “AGM”) of the shareholders of the Company (the “Shareholders”) to be held atCaine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 9September 2010 at 10:00 a.m. is set out on pages 22 to 26 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at theAGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrarand transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor,Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printedthereon not less than 48 hours before the time fixed for the Meeting. The completion and return of a form ofproxy will not preclude you from attending and voting at the Meeting in person.

This circular includes particulars given in compliance with the Rules Governing the Listing of Securities onthe Stock Exchange (the “Listing Rules”) for the purpose of giving information with regard to the Company.The directors of the Company (the “Directors”) collectively and individually accept full responsibility for theaccuracy of the information contained in this circular and confirm, having made all reasonable enquiries, thatto the best of their knowledge and belief, there are no other facts the omission of which would make anystatement herein misleading.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

29 July 2010

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Adoption of the Share Award Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Appendix I — Particulars concerning retiring Directors . . . . . . . . . . . . . . . . . . . . 8

Appendix II — Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . 11

Appendix III — Summary of the principal terms of the Share Award Plan . . . . . . . 16

Appendix IV — Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

CONTENTS

— i —

In this circular, unless the context otherwise requires, the following expressions have the

following meanings:

“2002 Scheme” the share option scheme which was adopted by the Company

on 30 July 2002 and terminated upon the Company’s adoption

of the 2005 Scheme

“2005 Scheme” the share option scheme which was adopted by the Company

on 30 March 2005 and terminated upon the transfer of the

listing of the Shares from the GEM Board to the Main Board

of the Stock Exchange on 16 June 2009

“AGM” the annual general meeting of the Company, to be convened

and held at Caine Room, Level 7, Conrad Hong Kong, Pacific

Place, 88 Queensway, Hong Kong on Thursday, 9 September

2010 at 10:00 a.m., the notice of which is set out on pages 22

to 26 of this circular

“Articles” the articles of association of the Company

“associate(s)” has the same meaning as defined under the Listing Rules

“Black-out Period” the period preceding the publication of financial results in

which the Directors are prohibited from dealing in Shares

pursuant to the Model Code

“Board” the board of Directors

“Business Day” a day on which the Stock Exchange is open for the business

of dealing in securities

“CGP Code” the Code on Corporate Governance Practices under the

Listing Rules

“Company” Golden Meditech Holdings Limited, a company incorporated

in the Cayman Islands with limited liability and whose shares

are listed on the Main Board of the Stock Exchange

“Committee” the remuneration committee for the time being which is duly

appointed by the Board, in accordance with the CGP Code

“connected person(s)” has the same meaning as defined under the Listing Rules

“controlling shareholder(s)” has the same meaning as defined under the Listing Rules

“Director(s)” the director(s) of the Company

DEFINITIONS

— 1 —

“Eligible Participant” any executive or employee (whether serving full-time or

part-time), director (including non-executive director and

independent non-executive director), consultant, adviser or

agent of any Group Company

“Financial Year” a 12-month period ending 31 March or such other 12-month

period adopted by the Company as its financial year

“GEM Board” the Growth Enterprise Market operated by the Stock

Exchange

“Group” the Company, its subsidiaries, and Invested Entities

“Group Company” any company within the Group

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“HK$” Hong Kong dollars, the legal currency of Hong Kong

“Invested Entities” entities in which the Company or any of its subsidiaries holds

an equity interest not less than 20%

“Issue Mandate” a general and unconditional mandate to allot, issue, and deal

with additional securities of the Company not exceeding 20%

of the aggregate nominal value of the Company’s issued share

capital as at the date of passing the relevant resolution for the

period up to the earliest of (i) the conclusion of the next

annual general meeting of the Company; (ii) the expiration of

the period within which the next annual general meeting of

the Company is required by the Articles or any applicable

laws to be held; and (iii) the revocation, variation or renewal

of the Repurchase Mandate by ordinary resolution of the

Shareholders in general meeting

“Latest Practicable Date” 27 July 2010, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“Main Board” has the same meaning as defined under the Listing Rules

“Model Code” the Model Code for Securities Transactions by Directors of

Listed Issuers under the Listing Rules

“PRC” People’s Republic of China

DEFINITIONS

— 2 —

“Repurchase Mandate” a general and unconditional mandate to exercise all the

powers of the Company to repurchase such number of Shares

not exceeding 10% of the aggregate nominal value of the

Company’s issued share capital as at the date of passing the

relevant resolution for the period up to the earliest of (i) the

conclusion of the next annual general meeting of the

Company; (ii) the expiration of the period within which the

next annual general meeting of the Company is required by

the Articles or any applicable laws to be held; and (iii) the

revocation, variation or renewal of the Repurchase Mandate

by ordinary resolution of the Shareholders in general meeting

“SFO” the Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong

“Selected Participant” an Eligible Participant selected by the Committee for an

award of Shares under the Share Award Plan

“Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the

Company

“Share Award Plan” the share award plan proposed to be adopted by the Company,

the principal terms of which are summarized in Appendix III

to this circular

“Shareholder(s)” holder(s) of Share(s)

“Stock Exchange” the Stock Exchange of Hong Kong Limited

“substantial shareholder” has the same meaning as defined under the Listing Rules

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

“Trustee” the trustee(s) to be appointed by the Company for the

administration of the Share Award Plan pursuant to a trust

deed to be entered into between the Company and the Trustee

“%” per cent

DEFINITIONS

— 3 —



(Stock Code: 801)

Executive Directors:Mr. KAM Yuen (Chairman)Ms. JIN LuMr. LU Tian LongMs. ZHENG Ting

Independent Non-Executive Directors:Prof. CAO GangMr. GAO Zong ZeProf. GU Qiao

Registered office:Appleby Corporate Services (Cayman)

LimitedP.O. Box 1350 GTClifton House75 Fort Street, George TownGrand Cayman, Cayman IslandsBritish West Indies

Head office and principal place ofbusiness in the PRC:

No. 11 Wan Yuan StreetBeijing Economic TechnologicalDevelopment AreaBeijing, 100176 China

Principal place of businessin Hong Kong:

48th FloorBank of China Tower1 Garden RoadCentralHong Kong

29 July 2010

To the Shareholders

Dear Sirs,

PROPOSALS FOR(1) RE-ELECTION OF DIRECTORS;

(2) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;(3) ADOPTION OF SHARE AWARD PLAN; AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to beproposed at the AGM and to give you notice of the AGM. Resolutions to be proposed at the AGMinclude (1) the re-election of retiring Directors; (2) the grant of the Issue Mandate to allot, issue anddeal with additional Shares and the Repurchase Mandate to repurchase Shares; and (3) the adoptionof the Share Award Plan.

LETTER FROM THE BOARD

— 4 —

(1) RE-ELECTION OF DIRECTORS

Pursuant to Article 108 of the Articles, Ms. JIN Lu, Prof. CAO Gang and Prof. GU Qiao shall

retire by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM.

Particulars on each of the retiring Directors as required to be disclosed pursuant to rule 13.51(2)

of the Listing Rules are set out in Appendix I to this circular.

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 28 August 2009, the then Shareholders

passed resolutions granting general mandates to the Directors to allot, issue, and deal with and

repurchase Shares respectively. These general mandates will lapse at the conclusion of the AGM.

Resolutions will therefore be proposed at the AGM to renew the grant of these general mandates. The

relevant resolutions, in summary, are:

• an ordinary resolution to give the Directors the Issue Mandate, which is a general and

unconditional mandate to allot, issue, and deal with additional securities of the Company

not exceeding 20% of the aggregate nominal value of the Company’s issued share capital

as at the date of passing the relevant resolution (being 338,398,940 Shares on the basis that

the Shares in issue as at the Latest Practicable Date is 1,691,994,700 Shares) for the period

up to the earliest of (i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the

Company is required by the Articles or any applicable laws to be held; and (iii) the

revocation, variation or renewal of the Issue Mandate by ordinary resolution of the

Shareholders in general meeting;

• an ordinary resolution to give the Directors the Repurchase Mandate, which is a general and

unconditional mandate to exercise all the powers of the Company to repurchase such

number of Shares not exceeding 10% of the aggregate nominal value of the Company’s

issued share capital as at the date of passing the relevant resolution (being 169,199,470

Shares on the basis that the Shares in issue as at the Latest Practicable Date is

1,691,994,700 Shares) for the period up to the earliest of (i) the conclusion of the next

annual general meeting of the Company; (ii) the expiration of the period within which the

next annual general meeting of the Company is required by the Articles or any applicable

laws to be held; and (iii) the revocation, variation or renewal of the Repurchase Mandate

by ordinary resolution of the Shareholders in general meeting; and

• conditional on the passing of the resolutions to grant the Issue Mandate and the Repurchase

Mandate, an ordinary resolution to authorise the Directors to exercise the powers to allot,

issue, and deal with additional securities under the Issue Mandate by adding those Shares

repurchased by the Company pursuant to the Repurchase Mandate.

The explanatory statement providing the requisite information regarding the Repurchase

Mandate as required to be sent to Shareholders under the Listing Rules is set out in Appendix II to

this circular.


— 5 —

(3) ADOPTION OF THE SHARE AWARD PLAN

With a view to giving the Company greater flexibility in its efforts to recognize and reward the

contribution of the executives or employees (whether serving full-time or part-time), directors

(including non-executive directors and independent non-executive directors), consultants, advisers or

agents of the Group to the growth and development of the Group, the Board proposes to the

Shareholders that the Company adopts the Share Award Plan, a summary of the principal terms of

which are set out in Appendix III to this circular.

Under the Share Award Plan, the Board shall procure that adequate funds are paid out of the

Company’s internal resources to the Trustee from time to time to enable the purchase of the relevant

number of Shares awarded. The Share Award Plan does not constitute a share option scheme or an

arrangement analogous to a share option scheme which involves any grant of options to purchase the

Shares. Accordingly, the Share Award Plan will not be subject to the requirements of Chapter 17 of

the Listing Rules.

Where any award is proposed to be made to a connected person and the relevant award is to be

satisfied by purchasing the relevant number of awarded Shares on or off the Stock Exchange by the

Trustee, or an allotment and issue of new Shares, the award, if required, shall be separately approved

by the Shareholders in general meeting with such connected person and his associates abstaining from

voting and shall comply with all other requirements of Chapter 14A of the Listing Rules applicable

to such award.

Under the Share Award Plan, the Board shall have absolute discretion to determine whether the

award of Shares is to be satisfied by way of allotment and issue of new Shares to or purchase of the

relevant number of Shares on or off the Stock Exchange by the Trustee. As at the Latest Practicable

Date, it was the intention of the Board that any award made pursuant to the Share Award Plan would

be satisfied by way of purchase of the relevant number of Shares on or off the Stock Exchange. In the

event that any award is to be satisfied by way of allotment and issue of new Shares, the Company will

comply with all the relevant provisions under the Listing Rules.

The Directors consider that the adoption of the Share Award Plan is in the interest of the

Company and the Shareholders as a whole because it enables the Company to reward and provide

incentives to the Eligible Participants who contributed and/or may contribute to the growth and

development of the Group.

AGM

The full text of the resolutions in relation to the re-election of retiring Directors, granting of the

Issue Mandate and the Repurchase Mandate, and adoption of the Share Award Plan, is set out in the

notice convening the AGM on pages 22 to 26 of this circular. Shareholders should note that the English

text of the proposed resolutions contained in the notice convening the AGM shall prevail over the

Chinese text.

Pursuant to rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting

must be taken by poll. Accordingly, the resolutions to be proposed at the AGM will be voted by way

of a poll by the Shareholders.


— 6 —

RECOMMENDATION

The Directors consider that the proposed resolutions regarding the re-election of retiring

Directors, the granting of the Issue Mandate and the Repurchase Mandate, and adoption of the Share

Award Plan are in the best interests of the Company and the Shareholders as a whole. Accordingly,

the Directors recommend the Shareholders to vote in favour of the proposed resolutions.

GENERAL

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully,

By Order of the Board

KAM YuenChairman


— 7 —

In relation to the re-election of retiring Directors as referred to in item no. 2 of the notice

convening the AGM, Ms. JIN Lu, Prof. CAO Gang and Prof. GU Qiao shall retire by rotation in

accordance with Article 108 of the Articles. All retiring Directors, being eligible, offer themselves for

re-election at the AGM.

The following are the particulars of the above mentioned retiring Directors as required to be

disclosed under rule 13.51(2) of the Listing Rules:

Ms. JIN Lu

Ms. JIN Lu, aged 44, is an Executive Director of the Company and a Director of several of its

subsidiaries. She joined the Group in June 2000 and is in charge of the general administration and

daily operations of the Group. Ms. Jin received her EMBA degree from Peking University’s Guanghua

School of Management, the PRC (北京大學光華管理學院), in 2005, and received her bachelor’s

degree from the Beijing Second Foreign Languages Institute, the PRC, (北京第二外國語學院) in 1987.

She has extensive experience in marketing and business planning.

As at the Latest Practicable Date, Ms. Jin’s interests in the Shares and underlying Shares within

the meaning of Part XV of the SFO were as follows:-

Capacity and nature of interest

Number of underlyingShares held as at the

Latest Practicable Date

Approximate percentageof the Company’s issued

share capital as at theLatest Practicable Date

Beneficial owner 3,800,000 (1) 0.22%

Note:

(1) Share options granted under the 2005 Scheme

Ms. Jin did not hold any directorship in any listed company in the last three years, and does not

have any relationship with any Directors, senior management or substantial or controlling

shareholders.

Ms. Jin has entered into a service contract with the Company, commencing on 1 April 2005,

which will continue until terminated by either party giving to the other not less than 90 days’ notice

in writing. Subject to Ms. Jin’s service contract, after her re-election at the AGM, Ms. Jin will continue

to serve on the Board until she becomes due to retire by rotation again in accordance with the Articles.

Pursuant to Ms. Jin’s service contract, she is entitled to an annual salary of HK$650,000 and an annual

discretionary bonus of such amount as determined at the sole discretion of the Board.

APPENDIX I PARTICULARS CONCERNING RETIRING DIRECTORS

— 8 —

Prof. CAO Gang

Prof. CAO Gang, aged 66, is an Independent Non-executive Director, the Chairman of the audit

committee and a member of the Committee. He joined the Group in September 2004. Prof. Cao is a

professor of Accountancy. He qualified as one of the first group of registered accountants in the PRC

in 1983 and is currently a committee member of the Examination Committee of the Association of the

Registered Accountants of PRC.

Prof. Cao has also served as an independent director of Beijing Urban & Rural Trade Centre

Company Limited (北京城鄉貿易中心股份有限公司), a joint stock company listed in the PRC until

his resignation on 16 April 2009. Save as disclosed, Prof. Cao did not hold any directorship in other

listed companies in the last three years.

Prof. Cao does not have any relationship with any Directors, senior management or substantial

or controlling shareholders. As at the Latest Practicable Date, Prof. Cao did not have any interest in

the Shares within the meaning of Part XV of the SFO.

Prof. Cao has entered into a service contract with the Company for a term of one year

commencing on 23 September 2004 and continuing thereafter until terminated by either party giving

to the other not less than 30 days’ notice in writing. Subject to Prof. Cao’s service contract, after his

re-election at the AGM, Prof. Cao will continue to serve on the Board until he becomes due to retire

by rotation again in accordance with the Articles. Pursuant to Prof. Cao’s service contract, he is

entitled to an annual director’s fee of HK$60,000. A discretionary bonus in the amount of HK$100,000

was also paid to Prof. Cao for the year ended 31 March 2010.

Prof. GU Qiao

Prof. GU Qiao, aged 63, is an Independent Non-executive Director, a member of the audit

committee and a member of the Committee. He joined the Group in September 2001. Prof. Gu is a

scientist in quantum-optics, biophysics and biological photonics, and is an Associate Professor of the

Northwest University, the PRC (中國西北大學). He is also a member of the International Institute of

Biophysics, Germany. Prof. Gu received his doctoral degree from the Northwest University, the PRC,

in 1989.

Prof. Gu did not hold any directorship in any listed company in the last three years, and does not

have any relationship with any Directors, senior management or substantial or controlling

shareholders. As at the Latest Practicable Date, Prof. Gu did not have any interest in the Shares within

the meaning of Part XV of the SFO.

Although Prof. Gu will have served as an Independent Non-Executive Director for nine years by

September 2010, the Directors are of the opinion that Prof. Gu continues to bring relevant experience

and knowledge to the Board and that, notwithstanding his long service, he maintains an independent

view of the Company’s affairs.

Prof. Gu has entered into a service contract with the Company for a term of one year commencing

on 28 December 2004 and continuing thereafter until terminated by either party giving the other not


— 9 —

less than 30 days’ notice in writing. Subject to Prof. Gu’s service contract, after his re-election at the

AGM, Prof. Gu will continue to serve on the Board until he becomes due to retire by rotation again

in accordance with the Articles. Pursuant to Prof. Gu’s service contract, he is entitled to an annual

director’s fee of HK$60,000. A discretionary bonus in the amount of HK$100,000 was also paid to

Prof. Gu for the year ended 31 March 2010.

General

(i) The emoluments of the Directors are determined with reference to the Directors’ duties and

responsibilities, the Company’s performance as well as remuneration benchmark in the

industry and the prevailing market conditions.

(ii) Save as disclosed above, there are no other matters that need to be brought to the attention

of the Shareholders or other information that should be disclosed under rule 13.51(2) of the

Listing Rules in relation to the re-election of the retiring Directors.


— 10 —

This is the explanatory statement required by rule 10.06(1)(b) of the Listing Rules to be given

to all Shareholders relating to a resolution to be proposed at the AGM authorising the Repurchase

Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 1,691,994,700 Shares in issue as at

the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the

Company before the AGM, could result in up to 169,199,470 Shares being repurchased by the

Company during the period from the passing of the resolution relating to the Repurchase Mandate up

to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the

expiration of the period within which the next annual general meeting of the Company is required by

the Articles or any applicable laws to be held; and (iii) the revocation, variation or renewal of the

Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors consider that the Repurchase Mandate will provide the Company with the

flexibility to make such repurchases when appropriate and beneficial to the Company and the

Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the

time, lead to an enhancement of the net asset value per Share and/or earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose

in accordance with its Articles and the applicable laws of the Cayman Islands.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the

Company (as compared with the position disclosed in the latest published audited accounts as

contained in the 2009/2010 Annual Report) in the event that the Repurchase Mandate is exercised in

full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as

would, in the circumstances, have a material adverse effect on the working capital requirements of the

Company or on the gearing levels which in the opinion of the Directors are from time to time

appropriate for the Company.

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

— 11 —

5. DIRECTORS AND CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all

reasonable enquiries, none of the Directors and their respective associates has a present intention, in

the event that the Repurchase Mandate is approved and exercised, to sell Shares to the Company. No

connected persons have notified the Company that they have a present intention to sell Shares to the

Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved and

exercised.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,

they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of

association of the Company and the Articles and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights

of the Company increases, such increase will be treated as an acquisition for the purposes of the

Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the

meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests,

could obtain or consolidate control of the Company and become obliged to make a mandatory offer

in accordance with rule 26 of the Takeovers Code.

According to the register maintained by the Company pursuant to Section 336 of the SFO, as at

the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded:

Name of substantialShareholders*

Capacity and nature ofinterests

Interest inissued Shares/

underlyingShares Total interest

Approximatepercentage of

existing issuedshare capital of

the Company


issued sharecapital of the

Company if theRepurchase

Mandate andthe Kam Share

Options wereexercised in full

Bio Garden Inc. (1) Beneficial owner 372,084,000(7) 372,084,000 21.99% 23.40%

KAM Yuen(2) Founder of trusts 372,084,000(7) 439,090,245 25.95% 27.62%

Beneficial owner 67,006,245(8)

(the “Kam ShareOptions”)

Credit Suisse Trust Limited(3) Trustee 372,084,000(7) 372,084,000 21.99% 23.40%

Newcorp Ltd.(4) Interest of controlledcorporation

372,084,000(7) 372,084,000 21.99% 23.40%


— 12 —

Name of substantialShareholders*

Capacity and nature ofinterests

Interest inissued Shares/

underlyingShares Total interest


existing issuedshare capital of

the Company


issued sharecapital of the

Company if theRepurchase

Mandate andthe Kam Share

Options wereexercised in full

JPMorgan Chase & Co. 10,000,000 Shares asbeneficial owner, 4,024,000as investment manager and99,418,897 Shares (P)(5)(9) ascustodian corporation/approved lending agent

113,442,897(5) 113,442,897(5) 6.70% 7.14%

Kent C. McCarthy(6) Investment manager 393,464,537 393,464,537 23.25% 24.75%

Jayhawk Private Equity Fund,L.P.(6)

Investment manager 113,312,891 113,312,891 6.70% 7.13%

Jayhawk Private Equity Fund II,L.P.(6)


Martin Currie (Holdings) Limited Interest of controlledcorporation

131,672,000 131,672,000 7.78% 8.28%

Evenstar Capital ManagementLimited


Evenstar Master Fund SPC, onbehalf of Evenstar MasterSub-Fund I SegregatedPortfolio (10)

Beneficial owner 115,788,632 115,788,632 6.84% 7.28%

Notes:

(1) Bio Garden Inc. is an investment holding company incorporated in the British Virgin Islands. It was wholly-owned by

certain discretionary trusts of which Mr. Kam Yuen was the founder.

(2) Mr. Kam Yuen was deemed under the SFO to have an interest in 372,084,000 Shares beneficially owned by Bio Garden

Inc. by virtue of his being the founder of certain discretionary trusts which owned the entire issued share capital of Bio

Garden Inc.

(3) The corporate substantial shareholder notice filed by Credit Suisse Trust Limited indicated that Gold Rich Investment

Limited (“Gold Rich”) and Gold View Investment Limited (“Gold View”) had, in aggregate, a 36% interest in Bio Garden

Inc. which beneficially owned 372,084,000 Shares as at the Latest Practicable Date. Gold Rich and Gold View were in

turn indirectly wholly-owned by Credit Suisse Trust Limited as trustee of certain discretionary trusts referred to in (1)

above. Accordingly, Credit Suisse Trust Limited was deemed, under the SFO, to have an interest in the 372,084,000

Shares held by Bio Garden Inc.


— 13 —

(4) The corporate substantial shareholder notice filed by Newcorp Ltd. indicated that Golden Fountain Investments Limited

(“Golden Fountain”) had a 64% interest in Bio Garden Inc. which beneficially owned 372,084,000 Shares as at the Latest

Practicable Date. Golden Fountain was in turn an indirect wholly-owned subsidiary of Newcorp Ltd. Accordingly,

Newcorp Ltd. was deemed, under the SFO, to have an interest in the 372,084,000 Shares held by Bio Garden Inc.

(5) The total of 113,442,897 Shares included 10,000,000 underlying Shares as beneficial owner, 4,024,000 Shares as

investment manager and 99,418,897 Shares as custodian corporation/approved lending agent.

(6) The corporate substantial shareholder notices filed by Jayhawk Private Equity Fund, L.P. and Jayhawk Private Equity

Fund II, L.P. indicated that Mr. Kent C. McCarthy was a controller who held a 100% interest in both entities.

Accordingly, Mr. Kent C. McCarthy would be deemed, under the SFO, to have an interest in the Shares held by Jayhawk

Private Equity Fund, L.P. and Jayhawk Private Equity Fund II, L.P. respectively.

(7) These interests represented the same block of Shares.

(8) These represented the beneficial interests in the underlying Shares in respect of share options granted under the 2005

Scheme.

(9) “(P)” denotes lending pool.

(10) The corporate substantial shareholder notice filed by Evenstar Master Fund SPC indicated that Evenstar Capital

Management Limited directly held 100% interest in Evenstar Master Fund SPC.

* The term “substantial Shareholders” has the same meaning as defined under the SFO.

The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who

will become obliged to make a mandatory offer as a result of any repurchases made under the

Repurchase Mandate.

8. SHARES REPURCHASES MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, no Shares have been

repurchased by the Company.


— 14 —

9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during

each of the previous twelve months up to the Latest Practicable Date were as follows:

Highest Lowest

(HK$) (HK$)

July, 2009 1.54 1.24

August, 2009 1.62 1.29

September, 2009 1.35 1.23

October, 2009 1.46 1.17

November, 2009 1.95 1.37

December, 2009 1.89 1.52

January, 2010 1.86 1.41

February, 2010 1.64 1.36

March, 2010 2.25 1.48

April, 2010 2.15 1.74

May, 2010 1.95 1.34

June, 2010 1.70 1.38

July, 2010 (up to the Latest Practicable Date) 1.59 1.40


— 15 —

Set out below is a summary of the principal terms and conditions of the Share Award Plan to

provide sufficient information to the Shareholders for their consideration of the Share Award Plan

proposed to be adopted at the AGM:

1. PURPOSE OF THE SHARE AWARD PLAN

No further options may be offered under the 2002 Scheme or 2005 Scheme although all the

options which remained exercisable on the respective dates of termination of the 2002 Scheme and

2005 Scheme are not affected by the termination. The Directors have no present intention of

introducing to the Company any new share option scheme subject to Chapter 17 of the Listing Rules.

The Share Award Plan will give the Company greater flexibility in its efforts to recognize and reward

the contribution of the executives or employees (whether serving full-time or part-time), directors

(including non-executive directors and independent non-executive directors), consultants, advisers or

agents of the Group to the growth and development of the Group through an award of Shares as

compensation and incentives.

2. ADMINISTRATION

The Committee shall oversee the operation of the Share Award Plan whereas the administration

of the Share Award Plan will be entrusted to the Trustee who will be an independent third party not

associated or connected with the Company or its connected persons.

3. ELIGIBLE PARTICIPANTS

An Eligible Participant in the Share Award Plan must be an executive or employee (whether

serving full-time or part-time), director (including non-executive director and independent

non-executive director), consultant, adviser or agent of any Group Company.

4. AWARD TO CONNECTED PERSONS

Any proposed award of Shares to an Eligible Participant who is also regarded as a connected

person (as defined in the Listing Rules), must be

(a) approved by all independent non-executive Directors (excluding any independent

non-executive Director who is proposed to be a Selected Participant of such award of

Shares); and

(b) if required under Chapter 14A of the Listing Rules, be separately approved by the

shareholders in general meeting, with such connected person and his associates abstaining

from voting and shall comply with all other requirements of Chapter 14A of the Listing

Rules applicable to such award of Shares.

Where the award of Shares to a Director falls on a date when a price sensitive event has occurred,

or a price sensitive matter has been the subject of a decision and has not been published in accordance

with the Listing Rules, or during the Black-out Period, the date of award of Shares shall be postponed

accordingly to, as the case may be, after no such price sensitive event exists, or after such price

sensitive event has been properly announced, or after the expiry of the Black-out Period.

APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE AWARD PLAN

— 16 —

Where any award of Shares to a substantial shareholder or an independent non-executive director

or any of his associates would result in the Shares awarded to such person in the 12-month period up

to and including the date of such award:

(a) representing in aggregate over 0.1% of the Shares in issue; and

(b) having an aggregate value, based on the closing price of the Shares on the relevant date of

each award of Shares, in excess of HK$5,000,000,

such further award of Shares must be approved by the Company’s Shareholders in general meeting and

a circular must be sent to them. All connected persons of the Company must abstain from voting in

favour at such general meeting, except that any connected person may vote against the relevant

resolution at the general meeting provided that his intention to do so has been stated in the circular

sent to the Shareholders.

5. AWARD OF SHARES

Subject to any vesting conditions, the Committee may award such number of Shares to such

Eligible Participants once every Financial Year, as the Committee sees fit. The Board shall have

absolute discretion to determine whether the award of Shares is to be satisfied by way of allotment

and issue of new Shares to the Trustee or purchase of Shares on or off the Stock Exchange by the

Trustee. The Committee shall notify the Trustee in writing upon the making of an award to a Selected

Participant under the Share Award Plan.

6. AWARD OF SHARES BY ISSUE OF NEW SHARES

Where any award of Shares is proposed to be satisfied by an allotment and issue of new Shares

to the Trustee, such allotment and issue should only be made upon fulfillment of the following

conditions:

(a) The Company having obtained the approval of the Shareholders in general meeting to

authorize the Board to allot and issue new Shares to the Trustee, at such price as may be

determined by the Board, provided that:

i) The total number of Shares to be allotted and issued to the Trustee under the Share

Award Plan shall not exceed the maximum limit specified in the “Maximum Number

of Shares to be Issued and Purchased” section below; and

ii) Where any award is proposed to be made to a connected person and the relevant award

of Shares is to be satisfied by an allotment and issue of new Shares, the award shall

be separately approved by the Shareholders in general meeting with such connected

person and his associates abstaining from voting and shall comply with all other

requirements of Chapter 14A of the Listing Rules applicable to such award; and


— 17 —

(b) The Listing Committee of the Stock Exchange having granted the listing of and permission

to deal in the Shares which may be allotted and issued by the Company to the Trustee under

the Share Award Plan.

The Committee shall notify the Trustee in writing upon the satisfaction of the conditions stated

above and shall give written instruction to the Trustee to apply, within 15 Business Days of receipt

of the instruction, to the Company for the allotment and issue of the appropriate number of new

Shares.

If the conditions stated above are not satisfied, the Committee shall forthwith notify and instruct

the Trustee to satisfy any shortfall in the awarded Shares by purchasing the relevant number of Shares

on or off the Stock Exchange according to the “Award of Shares by Purchase of Shares” section below.

The Board may, in its absolute discretion, procure that adequate funds are annually paid out of

the internal financial resources of the Company to the Trustee to enable the subscription for the

appropriate number of Shares provided that if any award is proposed to be made to a connected person,

any allocation of funds by the Company to the Trustee for this purpose shall satisfy all applicable

requirements of Chapter 14A of the Listing Rules.

7. AWARD OF SHARES BY PURCHASE OF SHARES

Where an award of Shares is proposed to be satisfied by purchasing the relevant number of

Shares on or off the Stock Exchange, the Committee shall notify the Trustee of the total number of

Shares so awarded, the applicable vesting conditions, expected vesting dates and corresponding

number of awarded Shares to be vested on each expected vesting date. The Committee shall also

instruct the Trustee to effect the purchase of the relevant number of Shares.

The Trustee shall exercise its professional judgment to make the purchases on or off the Stock

Exchange at such prices and at such time as may be considered by the Trustee to be appropriate;

provided, however, that the Trustee shall have discretion to purchase the total number of awarded

Shares at once or only that number of Shares which may be subject to vesting in the relevant Financial

Year. The Trustee shall ensure that the appropriate number of Shares are purchased to enable the

transfer of awarded Shares to the Selected Participants from time to time subject to any vesting

conditions.

The Board may, in its absolute discretion, procure that adequate funds are annually paid out of

the internal financial resources of the Company to the Trustee to enable the purchase of the

appropriate number of Shares provided that if any award is proposed to be made to a connected person,

any allocation of funds by the Company to the Trustee for this purpose shall satisfy all applicable

requirements of Chapter 14A of the Listing Rules.

8. MAXIMUM NUMBER OF SHARES TO BE ISSUED AND PURCHASED

In any given Financial Year, the maximum number of Shares to be issued to and/or purchased by

the Trustee for the purpose of the Share Award Plan shall not exceed 2% of the total number of issued

Shares as at the beginning of such Financial Year.


— 18 —

The total number of Shares which may be issued and/or purchased under the Share Award Plan

must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Award

Plan.

(a) The Company may seek approval by the Shareholders in general meeting for refreshing the

10% limit under the Share Award Plan provided that it does not exceed 10% of the Shares

in issue as at the date of approval of the new limit.

(b) The Company may seek separate approval by the Shareholders in general meeting for

awarding Shares beyond the 10% limit provided the Selected Participants are specifically

identified before such approval is sought and a circular containing a generic description of

the specified Selected Participants, the number and terms of the Shares to be awarded is

despatched to the Shareholders with the notice of the general meeting.

The maximum entitlement of each Selected Participant in any 12-month period must not exceed

1% of the Shares in issue, unless it has been separately approved by the Company’s Shareholders in

general meeting, with such Selected Participant abstaining from voting.

9. VESTING OF THE AWARDED SHARES

Any award of Shares will be contingent until the vesting conditions, as specified by the

Committee at the time of making the award, are met. The Committee shall determine

(a) the relevant vesting conditions on the basis of the position, experience and performance of

the Selected Participant; and

(b) the vesting period on a case-by-case basis with reference to the guidelines and vesting

schedule adopted by the Board from time to time.

10. RESTRICTIONS ON THE MAKING OF AWARDS

No award shall be made after a price sensitive event has occurred or a price sensitive matter has

been the subject of a decision until such price sensitive information has been published in accordance

with the Listing Rules. In particular, no award may be made during the period commencing one month

immediately preceding the earlier of

(a) The date of the board meeting (as such date is first notified to the Stock Exchange in

accordance with the Listing Rules) for the approval of the Company’s results for any year,

half-year, quarterly or any other interim period (whether or not required under the Listing

Rules); and

(b) The deadline for the Company to publish an announcement of its results for any year or

half-year under the Listing Rules, or quarterly or any other interim period (whether or not

required under the Listing Rules),

and ending on the date of the relevant results announcement.


— 19 —

The Committee may not make any award to an Eligible Participant who is a connected person

during the periods or times in which Directors are prohibited from dealing in Shares pursuant to the

Model Code or any corresponding code or securities dealing restrictions adopted by the Company.

During these periods or times, no purchases of Shares or vesting of the Shares awarded can be

effected by the Trustee.

11. PERIOD OF THE SHARE AWARD PLAN

The Share Award Plan shall remain in force for a period of 10 years commencing on the date on

which the Share Award Plan is adopted.

12. LAPSE OF AWARDS

If the Selected Participant ceases to be an Eligible Participant by reason of a termination of his

employment with the Group for whatever reason other than his death or retirement in accordance with

his contract of employment, or if any of the vesting conditions specified by the Committee at the time

of making the award to any Selected Participant is not satisfied on or before a vesting date, an award

made to such person shall forthwith lapse and be cancelled. If any Selected Participant ceases to be

an Eligible Participant by reason only of his death or retirement in accordance with his contract of

employment, the Shares which are set aside for him pursuant to an award shall be transferred to or

vested in him or, as the case may be, his personal representative(s).

13. AMENDMENT OF THE SHARE AWARD PLAN

The Share Award Plan may be altered in any respect by a resolution of the Committee provided

that any alteration to the terms and conditions of the Share Award Plan which are of a material nature

must be first approved by the Shareholders in general meeting and any change to the terms of the

Shares awarded shall be first approved by the affected Selected Participants. Written notice of any

amendment to the Share Award Plan shall be given to all Selected Participants with subsisting rights

under the Share Award Plan.

14. TERMINATION OF THE SHARE AWARD PLAN

The Company may by ordinary resolution in general meeting at any time terminate the operation

of the Share Award Plan and in such event no further award of Shares shall be made provided that such

termination shall not affect any subsisting rights of any Selected Participant in respect of any award

made to him prior to such termination.

15. RIGHTS ARE PERSONAL TO THE SELECTED ELIGIBLE PARTICIPANTS

An award shall be personal to the Selected Participant and shall not be transferable or assignable

or encumbered by the Selected Participant.


— 20 —

16. VOTING RIGHTS

The Trustee shall not exercise the voting rights in respect of any Shares held by it pursuant to

the Share Award Plan.


— 21 —



(Stock Code: 801)

NOTICE IS HEREBY GIVEN that the annual general meeting of Golden Meditech Holdings

Limited (the “Company”) for the year 2010 will be held at Caine Room, Level 7, Conrad Hong Kong,

Pacific Place, 88 Queensway, Hong Kong on Thursday, 9 September 2010 at 10:00 a.m. for the

following purposes:

1. to consider and adopt the audited consolidated financial statements of the Company and its

subsidiaries and the reports of the directors (the “Directors”) of the Company and of the

auditors for the year ended 31 March 2010;

2. to re-elect retiring Directors;

3. to authorise the Directors to fix the Directors’ remuneration;

4. to re-appoint the retiring auditors, KPMG, and to authorise the Directors to fix their

remuneration;

5. as special business, to consider and, if thought fit, pass with or without amendments, the

following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (c) of this Resolution, the board of Directors (the “Board”) be

and is hereby granted an unconditional general mandate to exercise during the

Relevant Period (as defined in paragraph (d) of this Resolution) all the powers of the

Company to allot, issue and deal with additional shares of HK$0.10 each in the

Company (the “Shares”) or securities convertible or exchangeable into Shares, and to

make or grant offers, agreements, options, warrants or similar rights in respect

thereof;

(b) the mandate referred to in paragraph (a) shall authorise the Board during the Relevant

Period to make or grant offers, agreements, options and rights of exchange or

conversion which might require the exercise of such power after the end of the

Relevant Period;

APPENDIX IV NOTICE OF AGM

— 22 —

(c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed

conditionally or unconditionally to be allotted or issued or dealt with (whether

pursuant to options or otherwise) by the Board pursuant to the mandate referred to in

paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue;

(ii) the exercise of the subscription rights under options granted under any option

scheme or similar arrangement for the time being adopted by the Company for

the grant or issue to officers and/or employees and/or consultants and/or advisors

of the Company and/or any of its affiliates of Shares or rights to subscribe for

Shares;

(iii) any scrip dividend or similar arrangement providing for the allotment and issue

of Shares or other securities of the Company in lieu of the whole or part of a

dividend on Shares in accordance with the Articles of Association of the

Company; or

(iv) any issue of Shares pursuant to the exercise of rights of subscription or

conversion under the terms of any existing warrants, bonds, debentures, notes

and other securities of the Company which carry rights to subscribe for or are

convertible into Shares

shall not exceed 20% of the aggregate nominal amount of the share capital of the

Company in issue as at the date of passing this Resolution and the said approval in

paragraph (a) shall be limited accordingly;

(d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution up to:

(i) the conclusion of the next annual general meeting of the Company;


Company is required by any applicable law or the Articles of Association of the

Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an

ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest;

“Rights Issue” means an offer of Shares, or an offer of warrants, options or other

securities of the Company giving rights to subscribe for Shares, open for a period

fixed by the Board to holders of Shares on the register of members on a fixed record

date in proportion to their then holdings of such Shares as at that date (subject to such


— 23 —

exclusions or other arrangements as the Board may 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 any recognised regulatory body or any stock

exchange in, any territory applicable to the Company).”



“THAT:

(a) subject to paragraph (b) of this Resolution, the exercise by the Board of all the powers

of the Company during the Relevant Period (as defined in paragraph (c) of this

Resolution) to repurchase Shares be and is hereby generally and unconditionally

approved;

(b) the aggregate nominal amount of Shares which may be repurchased by the Company

on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other

stock exchange recognised for this purpose by the Securities and Futures Commission

of Hong Kong and the Stock Exchange under the Hong Kong Code on Share

Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10% of

the aggregate nominal amount of the share capital of the Company in issue as at the

date of passing this Resolution and the said approval shall be limited accordingly; and

(c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution up to:

(i) the conclusion of the next annual general meeting of the Company;


Company is required by any applicable law or the Articles of Association of the

Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an

ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest.”



“THAT conditional upon the passing of Resolutions Nos. 5 and 6 set out in this notice, of

which this Resolution forms part, the aggregate nominal amount of share capital of the

Company that may be allotted, issued or dealt with or agreed conditionally or

unconditionally to be allotted, issued or dealt with by the Board pursuant to and in

accordance with the mandate granted under Resolution No. 5 be and is hereby increased and


— 24 —

extended by the addition thereto of the aggregate nominal amount of Shares repurchased by

the Company pursuant to and in accordance with the mandate granted under Resolution No.

6, provided that such amount shall not exceed 10% of the aggregate nominal amount of the

share capital of the Company in issue as at the date of passing this Resolution”.



“THAT with effect from the close of business of the date on which this resolution is passed,

the rules of the share award plan (“Share Award Plan”), the principal terms of which are

summarised in the circular (“Circular”) to the shareholders of the Company dated 29 July

2010 (a copy of the rules of the Share Award Plan and the Circular having been produced

to the meeting marked “A” and “B”, respectively, and signed by the chairman of the

meeting for the purposes of identification), be and is hereby generally and unconditionally

approved and adopted and the directors of the Company be and they are hereby authorized

to take all such steps as may be necessary, desirable or expedient to implement the Share

Award Plan.”

By Order of the Board

KONG Kam YuCompany Secretary

Hong Kong, 29 July 2010

Notes:

1. The register of members of the Company will be closed from Tuesday, 7 September 2010 to

Thursday, 9 September 2010, both days inclusive, during which period no transfer of Shares can

be registered. In order to qualify for attending and voting at the annual general meeting convened

by the above notice, all transfer forms 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, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not

later than 4:30 p.m. on Monday, 6 September 2010.

2. A member entitled to attend and vote at the annual general meeting convened by the above notice

is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on

his behalf. A proxy need not be a member of the Company.

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 annual 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.


— 25 —

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.


— 26 —

Documents

GOLDEN MEDITECH HOLDINGS LIMITED 金衛醫療 …Ms. ZHENG Ting Independent Non-Executive Directors: Prof. CAO Gang Mr. GAO Zong Ze Prof. GU Qiao Registered office: Appleby Corporate