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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 RESOLUTIONS PROPOSED AT
THE 2021 THIRD EXTRAORDINARY GENERAL MEETING HELD ON
TUESDAY, 7 DECEMBER 2021
AND
ELECTION OF EXECUTIVE DIRECTORS
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 2021 third extraordinary general meeting (the ''EGM'') held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC on Tuesday, 7 December 2021 at 1:30 p.m..
References are made to the notice of the EGM and the circular of the Company (the ''Circular''), both dated 17 November 2021. Unless the context otherwise specified, 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 by authorized proxies) were entitled to attend and vote on the resolutions proposed at the EGM. There were no Shares entitling the shareholders of the Company (the ''Shareholders'') to attend and vote only against the resolutions 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 | 220 |
Including: Number of A Shareholders | 218 |
Number of H Shareholders | 2 |
Total number of Shares carrying voting rights (shares) | 1,131,088,534 |
Including: Total number of Shares carrying voting rights held | 968,376,850 |
by A Shareholders (shares) | |
Total number of Shares carrying voting rights held | 162,711,684 |
by H Shareholders (shares) | |
Percentage of the total number of Shares | 44.1332% |
Including: Number of A Shares as a percentage of the total number of Shares | 37.7844% |
Number of H Shares as a percentage of the total number of Shares | 6.3488% |
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 of the Company (the ''Articles of Association''), and was chaired by Mr. Wu Yifang, 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)* (國浩律師(上海)事務所), the Company's PRC legal advisers, Shareholder's representatives and members of the supervisory committee of the Company acted as the scrutineers for the vote-counting at EGM.
POLL RESULTS OF THE RESOLUTIONS PROPOSED AT THE EGM
The resolutions at the EGM were voted by poll. The poll results in respect of the resolutions proposed at the EGM are as follows:
SPECIAL RESOLUTION | Number of valid votes | |||
For | Against | Abstain | ||
1. | To consider and approve the resolution on | 1,129,553,079 | 1,313,553 | 221,902 |
extension of authorisation valid period and change | (99.8642%) | (0.1161%) | (0.0197%) | |
of authorised person for the Proposed Shanghai | ||||
Henlius Listing. |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
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ORDINARY RESOLUTIONS | Number of valid votes | |||
(BY CUMULATIVE VOTING) | ||||
2. | To elect the executive Directors | |||
2(a) | Elect Mr. Wang Kexin as executive Director. | 1,109,020,465 | ||
(98.0490%) | ||||
As more than half of the votes were cast in favour of this resolution, the resolution was duly | ||||
passed as an ordinary resolution. | ||||
2(b) | Elect Ms. Guan Xiaohui as executive Director. | 1,110,580,075 | ||
(98.1868%) | ||||
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)* (國浩律師(上 海)事務所), the Company's PRC legal advisers, the convening and holding of the EGM are in compliance with requirements of the relevant 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.
ELECTION OF EXECUTIVE DIRECTORS
At the EGM, Mr. Wang Kexin and Ms. Guan Xiaohui were duly elected by the Shareholders as executive Directors of the eighth session of the Board. The appointment of Mr. Wang Kexin and Ms. Guan Xiaohui shall be effective from 7 December 2021 until the term of the current session of the Board expires.
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Information including the biographies, length of service and emolument of Mr. Wang Kexin and Ms. Guan Xiaohui were set out in the Circular. As at the date of this announcement, save as disclosed in the Circular and this announcement, there is no any other information in relation to the executive Directors above which is required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, nor are there other matters in relation to their appointment that need to be brought to the attention of the Shareholders.
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
Wu Yifang
Chairman
Shanghai, the PRC
7 December 2021
As at the date of this announcement, the executive director of the Company is Mr. Wu Yifang, Mr. Wang Kexin and Ms. Guan Xiaohui; the non-executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang and Mr. Pan Donghui; and the independent non-executive directors of the Company are Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Tze Shan Hailson.
- for identification purposes only
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Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 07 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 December 2021 13:21:00 UTC.