Shenzhen Neptunus Interlong Bio technique : Announcements and Notices - [Notice of EGM/SGM / Continuing Connected Transaction / Closure of Books or Change of Book... More NOTICE OF EXTRAORDINARY GENERAL MEETING

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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", together with its subsidiaries, the "Group") will be held at 10:40a.m. on Friday, 13 December 2019 at Meeting Room, 24th 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

1. the form and substance of the sales framework agreement (the "New Neptunus Group Sales Framework Agreement") dated 14 October 2019 entered into between the Company and 深圳海 王集團股份有限公司(Shenzhen Neptunus Group Company Limited*) pursuant to which the Group
   agreed to sell certain self-manufactured or distributed products including certain pharmaceutical products and healthcare food products to 深圳海王集團股份有限公司(Shenzhen Neptunus Group
   Company Limited*) and its subsidiaries (but excluding the Group) for the period from 1 January

2020 to 31 December 2022(both days inclusive), the Proposed Sales Caps for each of the three years ending 31 December 2020, 31 December 2021, 31 December 2022 are RMB58,000,000 ( a p p r o x i m a t e l y H K $63,800,000) , R M B80,000,000 ( a p p r o x i m a t e l y H K $88,000,000) a n d RMB110,000,000 (approximately HK$121,000,000) (all excluding VAT) respectively, (a copy of the New Neptunus Group Sales Framework 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

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1. 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 New Neptunus Group Sales Framework 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 New Neptunus Group Sales Framework Agreement) as are, in the opinion of the Director, in the interest of the Company and its shareholders as a whole."

Please refer to the Company's announcement dated 14 October 2019 for details of the New Neptunus Group Sales Framework Agreement. In accordance with the requirements under Rule 20.44(1) and Rule 25.34A of the Rules Governing the Listing of Securities on GEM of the Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the PRC Company Law, the Company will deliver a circular containing details of the New Neptunus Group Sales Framework Agreement and the transactions contemplated thereunder to the Shareholders as soon as possible but in any event no later than 27 November 2019.

By order of the Board

Shenzhen Neptunus Interlong Bio-technique Company Limited*

	Zhang Feng
	Chairman
Shenzhen, the PRC, 14 October 2019
Registered office:	Principal place of business in Hong Kong:
Suite 2103, 21st Floor,	18th Floor, United Centre,
Neptunus Yinhe Technology Mansion,	95 Queensway,
1 Keji Middle 3rd Road,	Admiralty,
Yuehai Sub-district,	Hong Kong
Nanshan District,
Shenzhen,
Guangdong Province,
PRC

• For identification purpose only

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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 54, 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 address of the Company at Suite 2103, 21st Floor, Neptunus Yinhe Technology Mansion, 1 Keji Middle 3rd Road, Yuehai Sub-district, Nanshan District, Shenzhen, Guangdong Province, the PRC no later than 24 hours before the time appointed for the holding of the EGM (i.e. not later than 10:40 a.m. on Thursday, 12 December 2019) 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 Wednesday, 13 November 2019 to Friday, 13 December 2019, 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on Tuesday, 12 November 2019.
   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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, by hand, by post or by fax (fax no.: (852) 2810 8185) on or before Friday, 22 November 2019. Holders of Domestic Shares intending to attend the EGM must complete and return the enclosed reply slip to the registered address of the Company at Suite 2103, 21st Floor, Neptunus Yinhe Technology Mansion, 1 Keji Middle 3rd Road, Yuehai Sub-district, Nanshan District, Shenzhen, Guangdong Province, the PRC by hand, by post or by fax (fax no.: (86) 755 8639 1610) on or before Friday, 22 November 2019.
5. 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.
6. Voting at the EGM will be conducted by way of poll.
7. For any enquiries about this notice, please contact the contact person of general meetings, Ms. Mu Ling Xia, at [phone].
8. References to time and dates in this notice are to Hong Kong time and dates.

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

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with 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.

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