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上 海 復 星 醫 藥( 集 團 )股 份 有 限 公 司
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02196)
POLL RESULTS OF THE RESOLUTION PROPOSED AT
THE 2019 SECOND EXTRAORDINARY GENERAL MEETING
HELD ON MONDAY, 21 OCTOBER 2019
The board (the ''Board'') of directors (the ''Directors'') of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ''Company'') is pleased to announce the poll results of the 2019 second extraordinary general meeting (the ''EGM'') held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the People's Republic of China on Monday, 21 October at 1:30 p.m..
References are made to the notice of the EGM and the circular of the Company (the ''Circular''), both dated 3 September 2019. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
As at the date of the EGM, (i) the total number of the issued shares of the Company (the ''Shares'') was 2,562,898,545 Shares, comprising 2,010,958,045 A Shares and 551,940,500 H Shares; and (ii) holders of 2,562,898,545 Shares (or authorized proxies) were entitled to attend and vote on the resolution proposed at the EGM. There were no Shares entitling the shareholders of the Company (the ''Shareholders'') to attend and vote only against the resolution at the EGM.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder was required to abstain from voting at the EGM.
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ATTENDANCE AT THE EGM
Set out below are the details of the Shareholders and authorized proxies present at the EGM:
Number of Shareholders and authorized proxies | 126 | |
Including: | Number of A Shareholders | 124 |
Number of H Shareholders | 2 | |
Total number of Shares carrying voting rights (shares) | 1,339,607,103 | |
Including: | Total number of Shares carrying voting rights held by | 1,099,937,902 |
A Shareholders | ||
Total number of Shares carrying voting rights held by | 239,669,201 | |
H Shareholders | ||
Percentage of the total number of Shares (%) | 52.2692 | |
Including: | Number of A Shares as a percentage of the number of Shares of | 42.9177 |
the Company | ||
Number of H Shares as a percentage of the number of Shares of | 9.3515 | |
the Company |
The EGM was convened in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association, and was chaired by Mr. Chen Qiyu, the chairman of the Company.
In compliance with the requirements of the Hong Kong Listing Rules and Article 115 of the Articles of Association, BDO Limited, Grandall Law Firm (Shanghai), the Company's PRC legal advisers, Shareholder's representative and members of the supervisory committee of the Company acted as the scrutineers for the vote-counting at the EGM.
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POLL RESULTS OF THE RESOLUTION PROPOSED AT THE EGM
The resolution at the EGM was voted by poll. The poll results in respect of the resolution proposed at the EGM are as follows:
Ordinary Resolution | Number of valid votes (%) | |||
For | Against | Abstain | ||
1. | To consider and approve the resolution in | 1,321,163,595 | 3,558,462 | 14,885,046 |
relation to the entering into the Transaction | (98.6232%) | (0.2656%) | (1.1112%) | |
Agreement and the Rollover Agreement and | ||||
the transactions contemplated thereunder. |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
2. | To consider and approve the resolution in | 260,369,841 | 104,223,472 | 8,532,200 |
relation to the proposed renewal of continuing | (69.7808%) | (27.9326%) | (2.2866%) | |
connected transactions as contemplated under | ||||
the Renewed Financial Services Agreement. |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
CERTIFICATION
As certified by and stated in the legal opinion issued by Grandall Law Firm (Shanghai), the Company's PRC legal adviser, the convening and holding of the EGM are in compliance with requirements of the laws, administrative regulations, the Rules of General Meetings of Listed Companies and the Articles of Association, the qualifications of the attendees of the EGM and the convener are legally valid, and the voting procedures and voting results of the EGM are legally valid.
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
Chen Qiyu
Chairman
Shanghai, PRC
21 October 2019
As at the date of this announcement, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive directors of the Company are Mr. Xu Xiaoliang, Mr. Wang Can, Ms. Mu Haining and Mr. Liang Jianfeng; and the independent non-executive directors of the Company are Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin, Ms. Li Ling and Mr. Tang Guliang.
- for identification purposes only
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Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 21 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 October 2019 11:20:07 UTC