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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agents through whom the sale or transfer was 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 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.
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)
ANNUAL REPORT 2020
BOARD REPORT 2020
SUPERVISORY COMMITTEE REPORT 2020
FINAL ACCOUNTS REPORT 2020
PROFIT DISTRIBUTION PROPOSAL 2020
RE-APPOINTMENT OF AUDITORS
APPRAISAL RESULTS
ESTIMATES OF ONGOING RELATED PARTY TRANSACTIONS FOR 2021
ENTRUSTED LOAN/BORROWING QUOTA
TOTAL CREDIT APPLICATIONS
AUTHORISATION TO DISPOSE OF LISTED SECURITIES
RENEWED AND ADDITIONAL GUARANTEE QUOTA
GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES
GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES GRANT OF GENERAL MANDATE TO REPURCHASE A SHARES
PROPOSED ADOPTION OF THE 2021 RESTRICTED SHARE INCENTIVE SCHEME,
THE PROPOSED GRANT AND CONNECTED TRANSACTIONS
ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
AND
NOTICE OF AGM
NOTICE OF H SHAREHOLDERS CLASS MEETING
A letter from the Board is set out on pages 7 to 75 of this circular. Notices convening the AGM and H Shareholders Class Meeting to be held at Le Meridien Shanghai Minhang, No. 3199 Cao Bao Road, Shanghai, the PRC on Friday, 11 June 2021 at 1:00 p.m. are set out on pages AGM-1 to HCM-5 of this circular. The forms of proxy for the AGM and H Shareholders Class Meeting are enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.fosunpharma.com).
Whether or not you are able to attend the said meetings, you are reminded to complete, sign and return the forms of proxy enclosed, in accordance with the instructions printed thereon. The forms of proxy shall be lodged at the Company's Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 24 hours before the time appointed for the convening of the relevant meetings. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and the H Shareholders Class Meeting should you so wish.
- for identification purposes only
12 May 2021
CONTENTS
Page | ||
Definitions . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 76 | |
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 78 | |
Appendix I | - Board Report 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
Appendix II | - Supervisory Committee Report 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . | II-1 |
Appendix III | - Final Accounts Report 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | III-1 |
Appendix IV | - Appraisal Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IV-1 |
Appendix V | - Entrusted Loan/Borrowing Quota . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V-1 |
Appendix VI | - Total Credit Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI-1 |
Appendix VII | - Renewed and Additional Guarantee Quota . . . . . . . . . . . . . . . . . . . . . . | VII-1 |
Appendix VIII | - Grant of General Mandate to Issue A Shares and/or H Shares . . . . | VIII-1 |
Appendix IX | - Explanatory Statement on the Repurchase Mandates . . . . . . . . . . . . | IX-1 |
Appendix X | - 2021 Restricted Share Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . | X-1 |
Appendix XI | - Management Measures for the Appraisal System | |
of the Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | XI-1 | |
Appendix XII | - Election of Independent Non-executive Directors . . . . . . . . . . . . . . . . | XII-1 |
Appendix XIII | - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | XIII-1 |
Notice of AGM | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
Notice of H Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | HCM-1 |
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DEFINITIONS
Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:
''2021 Restricted Share Incentive Scheme'' or ''Incentive Scheme''
''A Share(s)''
the 2021 Restricted A Share Incentive Scheme (draft) of the Company, the summary and full text of which is set out in the Letter from the Board and Appendix X to this circular
domestic share(s) with a nominal value of RMB1 each of the Company, which is (are) listed on the Shanghai Stock Exchange and traded in RMB
''A Shareholder(s)'' | holder(s) of the A Shares |
''A Shareholders Class Meeting'' | the 2021 first class meeting of A Shareholders to be held upon |
the conclusion of the AGM on Friday, 11 June 2021 or any | |
adjournment thereof | |
''A Share Repurchase Mandate'' | the general mandate to exercise the power of the Company to |
repurchase, according to the repurchase plan to be determined | |
by the Board, not exceeding 10% of the number of A Shares | |
in issue as at the date of passing the proposed relevant | |
resolutions at the AGM, the H Shareholders Class Meeting and | |
the A Shareholders Class Meeting, details of which are set out | |
in the notices of the AGM, the H Shareholders Class Meeting | |
and the A Shareholders Class Meeting | |
''Administrative Measures'' | the Administrative Measures on Share Incentives of Listed |
Companies* 《( 上市公司股權激勵管理辦法》) | |
''AGM'' | the annual general meeting of the Company to be held at Le |
Meridien Shanghai Minhang, No. 3199 Cao Bao Road, | |
Shanghai, the PRC on Friday, 11 June 2021 at 1:00 p.m. or | |
any adjournment thereof | |
''Articles'' or ''Articles of | the articles of association of the Company in effect at the time |
Association'' | |
''associate(s)'' | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
''Board'' | the board of directors of the Company |
''Business Day(s)'' | any day(s) excluding Saturday and Sunday on which banks in |
Hong Kong are generally open for business |
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DEFINITIONS
''close associate(s)'' | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
''Company'' | Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星 |
醫藥(集團)股份有限公司), a joint stock limited company | |
incorporated in the PRC with limited liability, the H Shares | |
and A Shares of which are listed and traded on the main board | |
of the Hong Kong Stock Exchange and the Shanghai Stock | |
Exchange, respectively | |
''Company Law'' | the Company Law of the PRC 《( 中華人民共和國公司法》), as |
amended, supplemented or otherwise modified from time to | |
time | |
''connected person(s)'' | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
''controlling shareholder(s)'' | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
''core connected person(s)'' | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
''CSRC'' | China Securities Regulatory Commission |
''Director(s)'' | the director(s) of the Company |
''First Grant'' | the proposed grant of 2,286,800 Restricted Shares to the |
Participants pursuant to the Incentive Scheme, representing | |
approximately 95% of the total number of Restricted Shares | |
under the 2021 Restricted Share Incentive Scheme | |
''Fosun High Tech'' | Shanghai Fosun High Technology (Group) Company Limited* |
(上海復星高科技(集團)有限公司), a company registered in the | |
PRC with limited liability, and a direct wholly-owned | |
subsidiary of Fosun International and the controlling | |
shareholder of the Company | |
''Fosun Holdings'' | Fosun Holdings Limited* (復星控股有限公司), a company |
registered in Hong Kong with limited liability, a direct wholly- | |
owned subsidiary of Fosun International Holdings and a | |
controlling shareholder of the Company |
- 2 -
DEFINITIONS
''Fosun International'' | Fosun International Limited, a company registered in Hong |
Kong with limited liability, the shares of which are listed on | |
the main board of the Hong Kong Stock Exchange (stock | |
code: 00656), and the controlling shareholder of the Company | |
''Fosun International Holdings'' | Fosun International Holdings Limited, which was held as to |
85.29% and 14.71% by Mr. Guo Guangchang and Mr. Wang | |
Qunbin, respectively, as at the Latest Practicable Date, and a | |
controlling shareholder of the Company | |
''Fosun Tourism'' | Fosun Tourism Group, a company whose shares are listed on |
the Hong Kong Stock Exchange (stock code: 01992), and a | |
subsidiary of Fosun International | |
''General Mandate to Issue A | the general mandate to allot, issue or otherwise deal with A |
Shares and/or H Shares'' | Shares and/or H Shares proposed to be granted at the AGM |
''Grant Date'' | the date on which the Company grants the Restricted Shares to |
the Participants, and the Grant Date must be a trading day of | |
A Shares | |
''Grant Price'' | the price of each Restricted Share granted to the Participants |
''Group'' | the Company and its subsidiaries |
''H Share(s)'' | overseas listed foreign share(s) with nominal value of RMB1 |
each of the Company, which is (are) listed on the Hong Kong | |
Stock Exchange and traded in Hong Kong dollars | |
''H Shareholder(s)'' | holder(s) of H Shares |
''H Shareholders Class Meeting'' | the 2021 first class meeting of H Shareholders to be held upon |
the conclusion of the AGM and the A Shareholders Class | |
Meeting on Friday, 11 June 2021 or any adjournment thereof | |
''H Share Repurchase Mandate'' | the general mandate to exercise the power of the Company to |
repurchase not exceeding 10% of the number of H Shares in | |
issue as at the date of passing the proposed relevant | |
resolutions at the AGM, the H Shareholders Class Meeting | |
and the A Shareholders Class Meeting, details of which are set | |
out in the notices of the AGM, the H Shareholders Class | |
Meeting and the A Shareholders Class Meeting | |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Hong Kong dollars'' or ''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong |
- 3 -
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Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:45:08 UTC.