CHINA RESOURCES PHARMACEUTICAL GROUP LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold all your shares in China Resources Pharmaceutical Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 3320)
PROPOSALS FOR GENERAL MANDATES TO BUY BACK
SHARES AND TO ISSUE SHARES AND
RE-ELECTION OF RETIRING DIRECTORS AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of China Resources Pharmaceutical Group Limited to be held at Plaza 3-4, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wanchai, Hong Kong on Friday, 28 May 2021 at 3:30 p.m. is set out on pages 17 to 22 of this circular. Shareholders are advised to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please see page i-ii of this document for measures being taken to try to prevent and control the spread of COVID-19 at the Annual General Meeting, including:
- compulsory body temperature checks and health declarations
- wearing of a surgical face mask for each attendee
- no refreshments will be served and there will be no distribution of corporate gifts
- there will be no Q&A session during the Annual General Meeting, Shareholders could choose to raise questions to the management in writing before the meeting
- other measures may be required by governmental bodies
Any person who does not comply with any of the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the Annual General Meeting venue. The
Company recommends Shareholders that they may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.
28 April 2021
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
The health of Shareholders, staff and stakeholders is of paramount importance to us. In view of the Coronavirus Disease 2019 ("COVID-19") situation and recent requirements for prevention and control of its spread by the HKSAR Government, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, staff and stakeholders from the risk of infection:
- compulsory body temperature checks will be conducted on Shareholders, proxies and other attendees. Any person with abnormal body temperature; may be denied entry into or be required to leave the Annual General Meeting venue;
- shareholders, proxies and other attendees are requested to wear a surgical face mask throughout the Annual General Meeting and inside the Annual General Meeting venue, and to maintain a safe distance between seats;
- shareholders, proxies and other attendees may be asked whether (a) he/she travels outside of Hong Kong within the 21-day period immediately before the Annual General Meeting; and (b) he/she is subject to any HKSAR Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
- no refreshment will be served and there will be no distribution of corporate gifts;
- there will be no Q&A session during the Annual General Meeting, Shareholders could choose to raise questions to the management in writing before the meeting; and
- other measures may be required by governmental bodies.
Any person who does not comply with any of the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the Annual General Meeting venue. In addition, the Company recommends all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) at the Annual General Meeting instead of attending the Annual General Meeting in person, by completing and return the proxy form attached to this document. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach our share registrar not less than 48 hours before the time fixed for holding the Annual General Meeting.
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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
The Annual General Meeting is being held at Novotel Century Hong Kong. We understand that the hotel may refuse entry to the hotel by any person who fails the temperature check. Persons so refused entry to the hotel will not be able to attend the Annual General Meeting.
As a precautionary safety measure, seating at the Annual General Meeting will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for Shareholders to attend the Annual General Meeting.
As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the Annual General Meeting and to comply with any requirements or recommendations of any government agencies from time to time.
The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting"the annual general meeting of the Company to be held at Plaza 3-4, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wanchai, Hong Kong on Friday, 28 May 2021 at 3:30 p.m., notice of which is set out on pages 17 to 22 of this circular
"Articles of Association"
"Board"
"Buy-back Proposal"
the articles of association of the Company (as amended from time to time)
the board of Directors
the proposal to give a general mandate to the Directors to exercise the powers of the Company to buy back Shares during the period as set out in the Buy-back Resolution up to a maximum of 10% of the issued Shares at the date of the Buy-back Resolution
"Buy-back Resolution"
"China" or "PRC"
the ordinary resolution proposed under item no. 5 of the notice of the Annual General Meeting
the People's Republic of China, excluding, for the purposes of this circular only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Companies Ordinance"
"Company"
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (as amended from time to time)
China Resources Pharmaceutical Group Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3320)
"controlling shareholder"
"CR Company"
has the meaning ascribed to it under the Listing Rules
China Resources Company Limited（中國華潤有限 公司）(formerly known as China Resources National Corporation), a company incorporated in the PRC and the ultimate holding company of the Company
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DEFINITIONS
"CR Double-Crane"
"CR Holdings"
"CR Jiangzhong Group"
"CR Pharmaceutical
Commercial"
"CR Sanjiu"
"Directors"
"Dong-E-E-Jiao"
China Resources Double-Crane Pharmaceutical Company Limited（華潤雙鶴藥業股份有限公司）, a company incorporated under the laws of the PRC, the shares of which
are listed on the Shanghai Stock Exchange (stock code: 600062) is indirectly owned as to approximately 59.99% by the Group and is a subsidiary of the Company
China Resources (Holdings) Company Limited, a company incorporated in Hong Kong with limited liability and a controlling Shareholder
China Resources Jiangzhong Pharmaceutical Group Co., Ltd.（華潤江中製藥集團有限責任公司）, a company established in the PRC, a non-wholly-owned subsidiary of
the Company
China Resources Pharmaceutical Commercial Group C o m p a ny L i m i t e d（華潤醫藥商業集團有限公司）, formerly known as Beijing Pharmaceutical Co., Ltd（. 北京 醫藥股份有限公司）, a company incorporated under the laws of the PRC on 27 December 2000 and a wholly owned
subsidiary of the Company
China Resources Sanjiu Medical & Pharmaceutical C o m p a ny L i m i t e d（華潤三九醫藥股份有限公司）, a company incorporated under the laws of the PRC,
the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000999) is indirectly owned as to approximately 63.60% by the Group and is a subsidiary of the Company
the directors of the Company
Dong-E-E-Jiao Company Limited（東阿阿膠股份有限公 司）, a company incorporated under the laws of the PRC, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000423) and controls an effective interest of approximately 21.96% by the Group
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DEFINITIONS
"Group"
"HK$"
"Hong Kong"
"Latest Practicable Date"
the Company and its subsidiaries
Hong Kong dollar(s), the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
20 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange (as amended from time to time) | |
"Securities and Futures | the Securities and Futures Ordinance (Chapter 571 of the |
Ordinance" | Laws of Hong Kong) (as amended from time to time) |
"Share(s)" | share(s) of the Company |
"Shareholder(s)" | shareholders of the Company |
"Share Buy-back Rules" | the relevant rules set out in the Listing Rules to regulate the |
buy-back or purchase by companies with primary listings | |
on the Stock Exchange of their own securities on the Stock | |
Exchange |
"Stock Exchange"
"subsidiaries"
"Takeovers Code"
The Stock Exchange of Hong Kong Limited
has the meaning ascribed to it under the Listing Rules
the Hong Kong Code on Takeovers and Mergers (as amended from time to time)
Note: For ease of reference, the names of PRC established companies or entities have been included in this circular in both Chinese and English languages, and in the event of any inconsistency, the Chinese version shall prevail.
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LETTER FROM THE BOARD
(Incorporated in Hong Kong with limited liability)
(Stock Code: 3320)
Directors: | Registered Office: |
Chairman and non-executive Director | 41/F, |
Wang Chuncheng | China Resources Building, |
Executive Directors | 26 Harbour Road, |
Wanchai, | |
Han Yuewei | |
Hong Kong | |
Li Xiangming | |
Weng Jingwen | |
Non-executive Directors | |
Yu Zhongliang | |
Guo Wei | |
Hou Bo | |
Qing Mei Ping Cuo | |
Independent non-executive Directors | |
Shing Mo Han Yvonne | |
Kwok Kin Fun | |
Fu Tingmei | |
Zhang Kejian | |
28 April 2021 |
To the Shareholders,
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES AND
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to seek your approval as set out in the notice of Annual General Meeting of the relevant ordinary resolutions to be proposed at the Annual General Meeting and to provide you with information regarding the general mandates to buy back Shares and to issue Shares and re-election of retiring of Directors.
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LETTER FROM THE BOARD
GENERAL MANDATE TO BUY BACK SHARES
At the annual general meeting of the Company held on 22 June 2020, a general mandate was given to the Directors to exercise the powers of the Company to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of the Buy-back Resolution at the Annual General Meeting to give a fresh general mandate to the Directors to exercise the powers of the Company to buy back Shares. An explanatory statement as required under the Share Buy-back Rules to provide the requisite information of the Buy-back Proposal is set out in Appendix I to this circular.
GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 22 June 2020, a general mandate was given to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued Shares at the date of the resolution (i.e. not exceeding 1,256,502,092 Shares based on 6,282,510,461 Shares in issue as at the Latest Practicable Date and assuming that such issued Shares remain the same at the date of passing the resolution) and adding to such general mandate so granted to the Directors any Shares representing the total number of the Shares bought back by the Company after the granting of the general mandate to buy back up to 10% of the issued Shares at the date of the Buy-back Resolution.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board comprises Mr. Wang Chuncheng as chairman and non-executive Director, Mr. Han Yuewei, Mr. Li Xiangming and Mdm. Weng Jingwen as executive Directors, Mr. Yu Zhongliang, Mdm. Guo Wei, Mr. Hou Bo and Mr. Qing Mei Ping Cuo as non-executive Directors, Mdm. Shing Mo Han Yvonne, Mr. Kwok Kin Fun, Mr. Fu Tingmei and Mr. Zhang Kejian as independent non-executive Directors.
Pursuant to Article 78 of the Articles of Association, Mr. Hou Bo and Mr. Qing Mei Ping Cuo will retire from office at the Annual General Meeting and, being eligible, will offer themselves for re-election.
Pursuant to Article 88 of the Articles of Association, Mr. Wang Chuncheng, Mr. Yu Zhongliang, Mr. Fu Tingmei and Mr. Zhang Kejian will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.
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LETTER FROM THE BOARD
The nomination committee of the Company had identified candidate pursuant to criteria set out in the nomination policy adopted by the Company and assessed and reviewed the written annual confirmation of independence given by Mr. Fu Tingmei and Mr. Zhang Kejian to the Company based on the independence criteria as set out in rule 3.13 of the Listing Rules. Mr. Fu Tingmei and Mr. Zhang Kejian are and were not connected with any Directors, senior management of the Company or substantial or controlling Shareholders. The Board is also not aware of any circumstance that might influence Mr. Fu Tingmei and Mr. Zhang Kejian in exercising independent judgment, and is satisfied that they have the required character, integrity, independence and experience to fulfill the role of an independent non-executive director and they will be able to maintain an independent view of the Group's affairs. The Board considers them to be independent. The Board is of the view that Mr. Fu Tingmei and Mr. Zhang Kejian are beneficial to the Board with diversity of their professional experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from their contribution and valuable insights derived from their in-depth knowledge of the Company. The Board believes that they will continue to contribute effectively to the Board.
Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
Set out on pages 17 to 22 of this circular is the notice convening the Annual General Meeting.
At the Annual General Meeting, resolutions will be proposed to the Shareholders, including re-election of retiring Directors, the Buy-back Proposal, the general mandate for Directors to issue new Shares and the extension of the general mandate to issue new Shares.
ACTION TO BE TAKEN
A proxy form for use at the Annual General Meeting is enclosed with this circular. Shareholders are advised to read the notice contained herein and to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.
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LETTER FROM THE BOARD
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting shall be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors believe that the Buy-back Proposal, the proposed general mandate for Directors to issue new Shares, the proposed extension of the general mandate to issue new Shares and the proposed re-election of retiring Directors are all in the best interest of the Company and Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of such resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
China Resources Pharmaceutical Group Limited
Wang Chuncheng
Chairman
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APPENDIX I | EXPLANATORY STATEMENT |
This appendix serves as an explanatory statement, as required by the Share Buy-back Rules, to provide requisite information to you for your consideration of the proposal to permit the buy- back of Shares up to a maximum of 10% of the issued Shares as at the date of the Buy-back Resolution.
This appendix also constitutes a memorandum as required under section 239(2) of the Companies Ordinance.
1. ISSUED SHARES
As at the Latest Practicable Date, the number of issued Shares is 6,282,510,461 Shares.
Subject to the passing of the Buy-back Resolution and on the basis that no further Shares will be issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Proposal to buy back a maximum of 628,251,046 Shares representing not more than 10% of the issued Shares as at the Latest Practicable Date.
2. REASONS FOR BUY-BACK
The Directors believe that the Buy-back Proposal is in the best interest of the Company and Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and Shareholders.
3. FUNDING OF BUY-BACK
For the purpose of buy-back of Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that payment in respect of a share buy-back may be made out of the Company's distributable profits and/or out of the proceeds of a fresh issue of Shares made for the purpose of the buy-back.
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2020 in the event that the power to buy back Shares pursuant to the Buy-back Proposal was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the power to buy back Shares pursuant to the Buy-back Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I | EXPLANATORY STATEMENT |
4. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:-
Trading price per Shares | |||
Highest | Lowest | ||
HK$ | HK$ | ||
April 2020 | 5.01 | 4.03 | |
May 2020 | 4.93 | 4.10 | |
June 2020 | 4.78 | 4.13 | |
July 2020 | 5.12 | 4.28 | |
August 2020 | 4.84 | 4.37 | |
September 2020 | 4.47 | 3.72 | |
October 2020 | 4.13 | 3.85 | |
November 2020 | 4.29 | 3.84 | |
December 2020 | 4.33 | 3.85 | |
January 2021 | 4.64 | 3.92 | |
February 2021 | 5.28 | 4.08 | |
March 2021 | 5.89 | 4.81 | |
April 2021 (up to the Latest Practicable Date) | 5.28 | 4.80 | |
5. | UNDERTAKING |
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Buy- back Resolution and in accordance with the Listing Rules and the applicable laws of Hong Kong.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined under the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Proposal if such is approved by the Shareholders.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Buy-back Proposal is approved by the Shareholders.
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APPENDIX I | EXPLANATORY STATEMENT |
6. TAKEOVERS CODE
If on the exercise of the power to buy back Shares pursuant to the Buy-back Proposal, 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 Rule 32 of the Takeovers Code.
As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, CR Company is interested in 3,333,185,612 Shares (representing approximately 53.05% of the total issued Shares as at the Latest Practicable Date. In the event that the Directors exercise in full the power to buy back Shares under the Buy- back Proposal, then (if the present shareholding remains the same) the attributable interest of CR Company would be increased to approximately 58.95% of the issued Shares.
The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any buy-backs made under the Buy-back Proposal. The Company has no present intention to buy back Shares to such extent as to result in the number of Shares held by the public being reduced to less than 25%.
7. SHARES BUY-BACK MADE BY THE COMPANY
The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
The following are the particulars of the six Directors proposed to be re-elected at the Annual General Meeting:
Mr. Wang Chuncheng (Chairman and Non-Executive Director)
Mr. Wang Chuncheng, aged 58 was appointed as a Director in December 2014, designated as an executive Director in June 2016, was the Chief Executive Officer of the Company from June 2016 to October 2019, has been the chairman of the Board since March 2019 and has been re-designated from an executive Director to a non-executive Director since October 2019. He is chairman of nomination committee of the Company. Mr. Wang also serves as an executive vice president of CR Holdings and the chairman of CR Sanjiu and CR Jiangzhong Group. Mr. Wang has over 20 years of experience in corporate management. He was the chairman of Dong-E-E-Jiao from January 2015 to November 2019 and was the chairman of CR Double-Crane from January 2015 to December 2018. Mr. Wang served as a general manager of the standing board office of CR
Holdings, the chairman of Teck Soon Hong Limited, and the chairman of China Resources Textiles (Holdings) Company Limited（華潤紡織（集團）有限公司）and the chairman of CR Pharmaceutical Commercial. Mr. Wang holds a bachelor's degree in economics from Jilin Institute of Finance and
Trade (currently known as Jilin University of Finance and Economics), China.
Save as disclosed above, Mr. Wang (i) did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group; and (ii) is and was not connected with any directors, senior management or substantial or controlling shareholders of the Company.
There is no service contract between the Company and Mr. Wang for his position as non- executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Wang will not receive any remuneration from the Company. As at the Latest Practicable Date, Mr. Wang did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Wang has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Mr. Yu Zhongliang (Non-Executive Director)
Mr. Yu Zhongliang, aged 56, was appointed as a non-executive Director in June 2016. Mr. Yu also serves as a senior deputy chief strategy officer of the strategy management department of CR Holdings. Mr. Yu has over 30 years of experience in investment, business analysis and strategic development. Mr. Yu was successively the strategic development controller, an executive director and a vice chairman of China Resources Cement Holdings Limited, a company listed on the Stock Exchange (stock code: 1313). Mr. Yu holds an MBA degree of York University in Toronto, Canada.
Save as disclosed above, Mr. Yu (i) did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group; and (ii) is and was not connected with any Directors, senior management of the Company or substantial or controlling Shareholders.
There is no service contract between the Company and Mr. Yu for his position as non- executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Yu will not receive any remuneration from the Company. As at the Latest Practicable Date, Mr. Yu did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Yu has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Mr. Hou Bo (Non-executive Director)
Mr. Hou Bo, aged 57, was appointed as a non-executive Director in March 2021 and joined the Beijing State-Owned Capital Operation and Management Center ("BSCOMC")（北京國管中 心）in 2019 and is currently an external task director of the BSCOMC. Mr. Hou has many years of experience in financial management. He served as the director of the insurance and non-banking services department of the Beijing Municipal Bureau of Financial Work（北京市金融工作局）, the director of the financial market department of the Beijing Municipal Bureau of Financial Work （北京市金融工作局）, and the deputy general manager (deputy bureau level) of the former Beijing Equity Exchange Center Co., Ltd（. 北京股權交易中心有限公司）, member of the Party Branch and deputy general manager of Zhongguancun Equity Exchange Service Group Co., Ltd. （中關村股權交易服務集團有限公司）. Mr. Hou graduated from the department of mechanical engineering of Tsinghua University, China in 1986 with a bachelor of engineering degree in forging
and pressing. He graduated from the department of business and economics of Capital University of Economics and Business, China with a master degree in foreign trade operations and management in 1997 and obtained a doctor of engineering degree in resources industry economics from the school of earth sciences and resources of the China University of Geosciences, Beijing in 2009. He is also a senior international business engineer.
Save as disclosed above, Mr. Hou (i) did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group; and (ii) is and was not connected with any directors, senior management or substantial or controlling shareholders of the Company.
There is no service contract between the Company and Mr. Hou for his position as non- executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Hou will not receive any remuneration from the Company. As at the Latest Practicable Date, Mr. Hou did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Hou has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Mr. Qing Mei Ping Cuo (Non-executive Director)
Mr. Qing Mei Ping Cuo, aged 33, was appointed as a non-executive Director in March
2021. He is a member of the audit committee. He joined the BSCOMC in 2018 and is currently the deputy general manager of the second investment management department of BSCOMC and a non-independent director of Hainan Jingliang Holdings Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 000505). Mr. Qing Mei Ping Cuo has many years of experience in the banking industry. He served as the vice branch manager of Tibet Bank in the Lhasa Economic and Technological Development Zone, the secretary of the Youth League Committee of Tibet Bank, the deputy general manager of the corporate business department and the secretary of the Youth League Committee of Tibet Bank, the branch manager of Tibet Bank in the Lhasa Economic
and Technological Development Zone, the deputy secretary of the working committee of the Tibet Financial League（西藏金融團）(concurrently) and the deputy general manager of the comprehensive management department of the BSCOMC. Mr. Qing Mei Ping Cuo graduated from
the department of foreign languages of Tsinghua University, China with a major in English in 2010 and graduated from the school of economics and management of Tsinghua University, China with a master degree of business administration in 2014.
Save as disclosed above, Mr. Qing Mei Ping Cuo (i) did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group; and (ii) is and was not connected with any directors, senior management or substantial or controlling shareholders of the Company.
There is no service contract between the Company and Mr. Qing Mei Ping Cuo for his position as non-executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Qing Mei Ping Cuo will not receive any remuneration from the Company. As at the Latest Practicable Date, Mr. Qing Mei Ping Cuo did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Qing Mei Ping Cuo has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Mr. Fu Tingmei (Independent non-executive Director)
Mr. Fu Tingmei, aged 54, was appointed as an independent non-executive Director in June
2016. He is chairman of corporate governance committee of the Company and member of audit committee, remuneration committee and nomination committee of the Company. Mr. Fu has over 20 years of experience in investment, finance, law and business management. Mr. Fu currently serves as an independent non-executive director of Guotai Junan International Holdings Limited, a company listed on the Stock Exchange (stock code: 1788), Postal Savings Bank of China Co., Ltd., a company listed on the Stock Exchange (stock code: 1658) and COFCO Joycome Foods Limited (formerly known as "COFCO Meat Holdings Limited"), a company listed on the Stock Exchange (stock code: 1610). Mr. Fu was an independent non-executive director of Beijing Enterprises Holdings Limited, a company listed on the Stock Exchange (stock code: 0392) from July 2008 to June 2017 and an independent non-executive director of CPMC Holdings Limited, a company listed on the Stock Exchange (stock code: 0906) from June 2008 to July 2019. Mr. Fu holds a master's degree in law and a Ph.D. degree in law from London University, the United Kingdom.
Save as disclosed above, Mr. Fu did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group.
There is no service contract between the Company and Mr. Fu for his position as an independent non-executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. His emoluments comprise a Director's fee to be determined by the Board under the authority granted by the Shareholders at annual general meeting and with reference to his duties and responsibilities with the Company, the Company's performance and market situation. Mr. Fu received a Director's fee of HK$300,000 from the Company for the year ended 31 December 2020. Mr. Fu did not receive any other emolument for the year ended 31 December 2020. As at the Latest Practicable Date, Mr. Fu did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Fu has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Mr. Zhang Kejian (Independent non-executive Director)
Mr. Zhang Kejian, aged 65, was appointed as an independent non-executive Director in June 2016. He is member of audit committee, remuneration committee, nomination committee and corporate governance committee of the Company. Mr. Zhang also serves as an independent director of Zhejiang Hisoar Pharmaceutical Co., Ltd. (a company listed on Shenzhen Stock Exchange, stock code: 002099), a non-independent director of Guangzhou Boji Medical Biotechnological Co., Ltd. (a company listed on Shenzhen Stock Exchange GEM, stock code: 300404) and the Chief Scientist of The South China Center for Innovative Pharmaceuticals. Mr. Zhang has over 20 years of experience in the pharmaceutical industry of PRC. He was an independent director of CR Double-Crane, a company listed on Shanghai Stock Exchange (stock code: 600062) from February 2016 to June 2018, an independent director of Yifan Pharmaceutical Co., Ltd. (a company listed on Shenzhen Stock Exchange, stock code: 002019) from October 2014 to November 2020 and an independent director of Hunan Fangsheng Pharmaceutical Co., Ltd (a company listed on Shanghai Stock Exchange, stock code: 603998) from October 2018 to January 2021. He was employed as a professor of School of Pharmaceutical Sciences of Sun Yat-sen University and the
director (Pharmacy Administration) of The South China Center for Innovative Pharmaceuticals, a researcher at the Institute of Medicine, Chinese Academy of Medical Sciences（中國醫學科學院藥 物研究所）, and successively served as a deputy director of Pharmaceutical Evaluation Center（藥 品審評中心）and a deputy director of Medical Device Evaluation Center（醫療器械技術審評中 心）under the State Food and Drug Administration of the PRC（國家食品藥品監督管理局）. Mr. Zhang received a master's degree in pathophysiology from China Medical University in Shenyang,
the PRC and a doctor's degree in pharmacy from the School of Pharmaceutical Sciences of Chiba University in Chiba, Japan.
Save as disclosed above, Mr. Zhang (i) did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group; and (ii) is and was not connected with any directors, senior management or substantial or controlling shareholders of the Company.
There is no service contract between the Company and Mr. Zhang for his position as independent non-executive Director. He has no fixed term of service with the Company. He will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. His emoluments comprise a Director's fee to be determined by the Board under the authority granted by the Shareholders at annual general meeting and with reference to his duties and responsibilities with the Company, the Company's performance and market situation. Mr. Zhang received a Director's fee of HK$30,0000 from the Company for the year ended 31 December 2020. Mr. Zhang did not receive any other emolument for the year ended 31 December 2020. As at the Latest Practicable Date, Mr. Zhang did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Zhang has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules
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NOTICE OF ANNUAL GENERAL MEETING
(Incorporated in Hong Kong with limited liability)
(Stock Code: 3320)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting ("AGM") of China Resources Pharmaceutical Group Limited (the "Company") will be held at Plaza 3-4, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wanchai, Hong Kong on Friday, 28 May 2021 at 3:30 p.m. for the following purposes. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 28 April 2021 (the "Circular").
- To receive and consider the audited financial statements, the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
- To declare a final dividend of HK$0.12 per share for the year ended 31 December 2020.
- (1) To re-elect Mr. Wang Chuncheng as Director;
- To re-elect Mr. Yu Zhongliang as Director;
- To re-elect Mr. Hou Bo as Director;
- To re-elect Mr. Qing Mei Ping Cuo as Director;
- To re-elect Mr. Fu Tingmei as Director;
- To re-elect Mr. Zhang Kejian as Director; and
- To authorise the Board to fix the remuneration of the Directors.
- To re-appoint Messr. Ernst and Young as the auditor of the Company and to authorise the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
5. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
"THAT:
- subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the total number of shares of the Company which the Directors are authorised to buy back pursuant to the approval in paragraph (a) above shall not exceed 10% of the issued shares of the Company as at the date of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company into a different number of shares than the number of shares existing prior to such consolidation and subdivision is effected, the maximum number of shares of the Company that may be bought back under the mandate in paragraph
- above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
- for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company."
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NOTICE OF ANNUAL GENERAL MEETING
6. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
"THAT:
- subject to paragraph (c) below and pursuant to sections 140 and 141 of the Companies Ordinance, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
- the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into shares of the Company; or (iv) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time, shall not exceed 20% of the issued shares of the Company as at the date of passing this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company into a different number of shares than the number of shares existing prior to such consolidation and subdivision is effected, the maximum number of shares of the Company that may be allotted and issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purpose of this resolution,
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company; and
"Rights Issue" means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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 outside Hong Kong applicable to the Company)."
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NOTICE OF ANNUAL GENERAL MEETING
7. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
"THAT subject to the passing of the resolution as proposed under items nos.5 and 6 set out in the notice convening this AGM, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to the resolution as proposed under item no.6 set out in the notice convening this AGM be and is hereby extended by the addition thereto of the total number of the shares of the Company bought back by the Company under the authority granted pursuant to the resolution as proposed under item no.5 set out in the notice convening this AGM, provided that such number of shares so bought back shall not exceed 10% of the issued shares of the Company as at the date of the said resolution."
By Order of the Board
China Resources Pharmaceutical Group Limited
Wang Chuncheng
Chairman
Shenzhen, 28 April 2021
Notes:
- Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.
- To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the registered office of the Company at 41st Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
- The register of members of the Company will be closed from Monday, 24 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 21 May 2021 for registration.
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NOTICE OF ANNUAL GENERAL MEETING
- With regard to item no. 2 in this notice, the Board has recommended a final dividend of HK$0.12 per ordinary share payable on or about 23 June 2021. Subject to the approval of Shareholders at the AGM, the proposed final dividend will be payable to Shareholders whose names appear on the register of members of the Company after the close of business at 4: 30 p.m. on Friday, 4 June 2021 and the register of members of the Company will be closed on Friday, 4 June 2021, during which no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all share transfer documents, accompanied by the relevant share certificates lodged with the Company's share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021 for registration.
- With regard to item no. 3 in this notice, the Board has proposed that six retiring Directors, namely Mr. Wang Chuncheng, Mr. Yu Zhongliang, Mr. Hou Bo, Mr. Qing Mei Ping Cuo, Mr. Fu Tingmei and Mr. Zhang Kejian being eligible, shall be re-elected as Directors of the Company. Details of these Directors are set out in Appendix II to the Circular.
- With regard to item no 5 in this notice, an explanatory statement as required under the Share Buy-back Rules in connection with the Share Buy-back Proposal is set out in Appendix I to the Circular.
As at the date of this notice, the Board comprises Mr. Wang Chuncheng as chairman and non-executive Director, Mr. Han Yuewei, Mr. Li Xiangming and Mdm. Weng Jingwen as executive Directors, Mr. Yu Zhongliang, Mdm. Guo Wei, Mr. Hou Bo, Mr. Qing Mei Ping Cuo as non-executive Directors and Mdm. Shing Mo Han Yvonne, Mr. Kwok Kin Fun, Mr. Fu Tingmei and Mr. Zhang Kejian as independent non-executive Directors.
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Disclaimer
China Resources Pharmaceutical Group Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 08:40:07 UTC.
