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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult yourlicensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant orother professional adviser.
If you have sold or transferred all your shares in ZMAY Holdings Limited (the ‘‘Company’’), you should atonce hand this circular together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to thebank, licensed securities dealer, registered institution in securities or other agents through whom the sale or transferwas effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaimany liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of thecontents of this circular.
This circular, for which the directors of the Company (the ‘‘Directors’’) collectively and individually accept fullresponsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on theGrowth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) forthe 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 the information contained in this circular is accurate andcomplete in all material respects and not misleading or deceptive, and there are no other matters the omission ofwhich would make any statement herein or this circular misleading.
(Incorporated in the Cayman Islands with limited liability) A notice convening the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at the ConferenceRoom, 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 31 October 2012 at 11: 00a.m. is set out on pages 5 to 6 of this circular.
Whether or not you are able to attend the EGM in person, you are requested to complete and return theaccompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon aspossible and, in any event not later than 48 hours before the time appointed for holding the EGM or anyadjournment thereof to the Company’s Hong Kong branch share registrar and transfer office, Tricor StandardLimited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of theform of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should youso wish.
This circular will remain on the ‘‘Latest Company Announcements’’ page of the website of GEM athttp://www.hkgem.com for a minimum period of seven days from the date of its publication and the website of theCompany at http://www.zmayholdings.com.
GEM has been positioned as a market designed to accommodate companies to which ahigher investment risk may be attached than other companies listed on the StockExchange. Prospective investors should be aware of the potential risks of investing in suchcompanies and should make the decision to invest only after due and carefulconsideration. The greater risk profile and other characteristics of GEM mean that it is amarket more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securitiestraded on GEM may be more susceptible to high market volatility than securities tradedon the Main Board and no assurance is given that there will be a liquid market in thesecurities traded on GEM.
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In this circular, unless the context otherwise requires, the expressions below shall have the announcement of the Company dated 21 September2012 in relation to the Change of Company Name the proposed change of the English name of the Companyfrom ‘‘ZMAY Holdings Limited’’ to ‘‘Hong Kong LifeSciences and Technologies Group Limited’’ and the Chinesename of the Company from ‘‘中民安園控股有限公司’’ to ‘‘香港生命科學技術集團有限公司’’ ZMAY Holdings Limited, a company incorporated in theCayman Islands with limited liability whose issued Sharesare listed on GEM the extraordinary general meeting of the Company to beheld at the Conference Room, 3/F., Nexxus Building, 77Des Voeux Road Central, Hong Kong on Wednesday, 31October 2012, at 11: 00 a.m., a notice of which is set out onpages 5 to 6 of this circular the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on GEM Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of thePeople’s Republic of China ordinary share(s) of HK$0.04 each in the share capital ofthe Company (Incorporated in the Cayman Islands with limited liability) Mr. Lu Zhiqiang (Chief Executive Officer) 168–200 Connaught Road CentralHong Kong Reference is made to the Announcement in relation to the Change of Company Name.
The purpose of this circular is to provide you with the information regarding the special resolution to be proposed at the EGM for the Change of Company Name and to give you thenotice convening the EGM.
The Board proposes to change the English name of the Company from ‘‘ZMAY Holdings Limited’’ to ‘‘Hong Kong Life Sciences and Technologies Group Limited’’ and the Chinesename of the Company from ‘‘中民安園控股有限公司’’ to ‘‘香港生命科學技術集團有限公司’’.
Upon the completion of a discloseable transaction in relation to the acquisition of stem cell technology business, as set out in the announcement of the Company dated 18 September2012, the Board considers that the Change of Company Name will reflect the new businessdevelopment and corporate image of the Company. As such, the Board believes that theChange of Company Name is in the best interests of the Company and the Shareholders as awhole.
Conditions for the Change of Company Name The Change of Company Name is subject to the following: the passing of a special resolution by the Shareholders at the EGM approving theChange of Company Name; and the Registrar of Companies in the Cayman Islands approving the Change ofCompany Name.
Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect on the date of issuance of the Certificate of Incorporation on Change of Nameis issued by the Registrar of Companies in the Cayman Islands. The Company will then carryout all necessary filing procedures with the Companies Registry in Hong Kong under Part XIof the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
The Change of Company Name will not affect any of the rights of the existing Shareholders or the Company’s daily business operation and its financial position. All existingshare certificates of the Company in issue bearing the existing name of the Company will, afterthe Change of Company Name becoming effective, continue to be evidence of title to theShares and will be valid for trading, settlement, registration and delivery for the same numberof Shares in the new name of the Company. As soon as the Change of Company Name hasbecome effective, any new issue of share certificates will be issued in the new name of theCompany. There will not be any arrangement for free exchange of the existing sharecertificates of the Company for new share certificates bearing the new name of the Company.
The notice of the EGM is set out on pages 5 to 6 of this circular. A form of proxy for use at the EGM is enclosed with this circular.
At the EGM, a special resolution approving the Change of Company Name will be proposed. Whether or not you are able to attend the EGM in person, you are requested tocomplete and return the accompanying form of proxy in accordance with the instructionsprinted thereon and deposit the same as soon as possible and, in any event not later than 48hours before the time appointed for holding the EGM or any adjournment thereof to theCompany’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion andreturn of the form of proxy will not preclude you from attending and voting at the EGM or anyadjournment thereof should you so wish.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, the special resolution proposed at the EGMwill be taken by poll. Further announcement(s) will be made by the Company in relation to theresults of the EGM, the effective dates of the Change of Company Name, and the new stockshort name of the Company under which the Shares will be traded on the Stock Exchange.
The Board believes that the Change of Company Name as set out in this circular is in the best interests of the Company and the Shareholders as a whole and accordingly the Boardrecommends the Shareholders to vote in favour of the special resolution to be proposed at theEGM.
Executive Director & Chief Executive Officer (Incorporated in the Cayman Islands with limited liability) NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of ZMAY Holdings Limited (the ‘‘Company’’) will be held at the Conference Room, 3/F.,Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 31 October 2012 at11: 00 a.m. for the purpose of considering and, if thought fit, passing the following resolutionas a special resolution of the Company: ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be and is hereby changedfrom ‘‘ZMAY Holdings Limited’’ to ‘‘Hong Kong Life Sciences and Technologies GroupLimited’’ and the Chinese name of the Company be and is hereby changed from ‘‘中民安園控 股有限公司’’ to ‘‘香港生命科學技術集團有限公司’’, and that any one of the directors of theCompany (the ‘‘Directors’’) be and is hereby authorised to do all such acts and things andexecute all such documents and make such arrangements as he/she may, in his/her absolutediscretion, consider necessary or expedient in connection with the implementation of or to giveeffect to the aforesaid and the transactions contemplated thereunder.’’ Executive Director & Chief Executive Officer As at the date hereof, the board of Directors comprises the following Directors: Mr. Chu Hon Pong (Chairman)Mr. Lu Zhiqiang (Chief Executive Officer)Mr. Cai DaMr. Chui Kwong KauMr. Lam Wing TaiMs. Li Mei Mr. Chan Yun HingMr. Chi Chi Hung, KennethMr. Gui Qiangfang Principal place of business in Hong Kong: Unit 2704, 27/F.
West Tower, Shun Tak Centre168–200 Connaught Road CentralHong Kong Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he/she/it is the holder of two or more shares of the Company, more than one proxy to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company.
To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it issigned or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branchshare registrar and transfer office, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s RoadEast, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the EGM or anyadjournment thereof.
Completion and return of an instrument appointing a proxy will not preclude a shareholder of the Companyfrom attending and voting in person at the EGM or any adjournment thereof and in such event, the instrumentappointing a proxy shall be deemed to be revoked.
In the case of joint registered holders of any share(s) of the Company, 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 were solely entitled thereto, if morethan one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether inperson 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 stand in the register of shareholders of theCompany in respect of the joint holding.

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