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MarketScreener Homepage  >  Equities  >  Shanghai Stock Exchange  >  Shanghai Pharmaceuticals Holding Co., Ltd    601607   CNE000000C82

SHANGHAI PHARMACEUTICALS HOLDING CO., LT

(601607)
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Shanghai Pharmaceuticals : RESULTS OF THE EXTRAORDINARY GENERAL MEETING, A SHARE CLASS MEETING, AND H SHARE CLASS MEETING

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12/18/2019 | 07:56am EDT

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

上海醫藥集團股份有限公司

Shanghai Pharmaceuticals Holding Co., Ltd. *

A joint stock company incorporated in the People's Republic of China with limited liability

(Stock Code: 02607)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING, A SHARE CLASS

MEETING, AND H SHARE CLASS MEETING

The 2019 first extraordinary general meeting (the "EGM"), 2019 second A Share class meeting (the "A Share Class Meeting"), and 2019 second H Share class meeting (the "H Share Class Meeting") (collectively, the "Meetings") of Shanghai Pharmaceuticals Holding Co., Ltd. (the "Company") were held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC on 18 December 2019, Wednesday, at 1:00 p.m.

Details of the resolutions considered at the Meetings were set out in the Company's notice of the EGM, notice of the H Share Class Meeting and circular dated 1 November 2019 (the "Circular"). Unless otherwise defined in this announcement, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Meetings were held in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association, and were chaired by Mr. ZHOU Jun, Chairman of the Board. In compliance with the requirements of the Hong Kong Listing Rules, Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, acted as the scrutineer for the vote-counting at the Meetings. Grandall Legal Group, Shanghai Office acted as the witnessing lawyer at the Meetings.

As at the date of the Meetings, the total number of issued Shares of the Company was 2,842,089,322, comprising of 1,923,016,618 A Shares and 919,072,704 H Shares. There were no Shares entitling any Shareholders to attend and vote only against the resolutions proposed at the Meetings. As stated in the Circular and to the best knowledge, information and belief of the Directors, two Participants, namely CHO Man (holding 20,009 A Shares), SHEN Bo (holding 71,700 A Shares) and their associates (to the extent any of them owns any shares of the Company as at the date of the Meetings) were required to abstain from voting on proposals at the EGM and at the A Share Class Meeting, respectively. Save as

- 1 -

the above, no Shareholders were subject to any restriction on their voting on the resolutions proposed at the Meetings.

ATTENDANCE AND POLL RESULTS OF THE EGM

Number of Shareholders and authorised proxies present at the EGM

97

Including:

Number of A Shareholders

94

Number of H Shareholders

3

Total number of Shares carrying voting rights

1,596,395,465

Including:

Total number of Shares held by A Shareholders

1,034,694,638

Total number of Shares held by H Shareholders

561,700,827

Percentage in total number of Shares carrying voting rights (%)

56.169785

Including:

Shareholding of A Shareholders

36.406127

Shareholding of H Shareholders

19.763658

1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

H Shares

537,106,358

95.621429

20,571,169

3.662300

4,023,300

0.716271

Total Ordinary

Shares

1,563,413,105

97.933948

27,547,155

1.725585

5,435,205

0.340467

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

H Shares

537,106,358

95.621429

20,571,169

3.662300

4,023,300

0.716271

Total Ordinary

Shares

1,563,413,105

97.933948

27,547,155

1.725585

5,435,205

0.340467

3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

- 2 -

H Shares

537,106,358

95.621429

20,571,169

3.662300

4,023,300

0.716271

Total Ordinary

Shares

1,563,413,105

97.933948

27,547,155

1.725585

5,435,205

0.340467

At the EGM, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were duly passed as special resolutions.

In accordance with the relevant regulatory requirements of CSRC and the Shanghai Stock Exchange, the poll results of the voting of A shareholders with less than 5% of voting shares in respect of the resolutions involving significant events at the EGM are as follows:

For

Against

Abstain

Reso-

Percent

Percent

Percent

lution

Resolutions

Number

-age

Number of

-age

Number of

-age

No.

of votes

%

votes

%

votes

%

1.

Proposal regarding

the Proposed

Adoption of the

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

2019 Share Option

Scheme

2.

Proposal regarding

the Assessment

Management

Measures for the

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

Implementation of

the 2019 Share

Option Scheme

3.

Proposal regarding

the Proposed

Authorization to

the Board to Deal

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

with Relevant

Matters in Relation

to the 2019 Share

Option Scheme

- 3 -

ATTENDANCE AND POLL RESULTS OF THE A SHARE CLASS MEETING

Number of Shareholders and authorised proxies present at the

A Share

94

Class Meeting

Total number of A Shares carrying voting rights

1,034,694,638

Percentage in total number of A Shares carrying voting rights (%)

53.805808

1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

A Shares

1,026,306,747

99.189337

6,975,986

0.674207

1,411,905

0.136456

At the A Share Class Meeting, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were passed as special resolutions at the A Share Class Meeting.

In accordance with the relevant regulatory requirements of CSRC and the Shanghai Stock Exchange, the poll results of the voting of A shareholders with less than 5% of voting shares in respect of the resolutions involving significant events at the A Share Class Meeting are as follows:

For

Against

Abstain

Reso-

Percent

Percent

Percent

lution

Resolutions

Number

-age

Number of

-age

Number

-age

No.

of votes

%

votes

%

of votes

%

1. Proposal regarding

the Proposed

87,988,910

91.296774

6,975,986

7.238242

1,411,905 1.464984

Adoption of the

- 4 -

2019 Share Option

Scheme

2.

Proposal regarding

the Assessment

Management

Measures for the

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

Implementation of

the 2019 Share

Option Scheme

3.

Proposal regarding

the Proposed

Authorization to

the Board to Deal

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

with Relevant

Matters in Relation

to the 2019 Share

Option Scheme

ATTENDANCE AND POLL RESULTS OF THE H SHARE CLASS MEETING

Number of Shareholders and authorised proxies present

at the H

Share

2

Class Meeting

Total number of H Shares carrying voting rights

560,362,413

Percentage in total number of H Shares carrying voting rights (%)

60.970412

1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

H Shares

535,767,944

95.610971

20,571,169

3.671047

4,023,300

0.717982

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

H Shares

535,767,944

95.610971

20,571,169

3.671047

4,023,300

0.717982

- 5 -

3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

%

votes

%

votes

%

H Shares

535,767,944

95.610971

20,571,169

3.671047

4,023,300

0.717982

At the H Share Class Meeting, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were passed as special resolutions at the H Share Class Meeting.

By order of the Board

Shanghai Pharmaceuticals Holding Co., Ltd. *

ZHOU Jun

Chairman

Shanghai, the PRC, 19 December 2019

As of the date of this announcement, the executive Directors of the Company are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive Directors are Mr. ZHOU Jun, Mr. GE Dawei and Ms. LI An; and the Independent Non-executive Directors are Mr. CAI Jiangnan, Mr. HONG Liang, Mr. GU Zhaoyang and Mr. Manson FOK.

  • For identification purpose only

- 6 -

Disclaimer

Shanghai Pharmaceuticals Holding Co. Ltd. published this content on 18 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 December 2019 12:55:02 UTC

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Sales 2020 202 B
EBIT 2020 7 232 M
Net income 2020 4 529 M
Debt 2020 19 100 M
Yield 2020 2,84%
P/E ratio 2020 10,7x
P/E ratio 2021 9,65x
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