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 licensed securities dealers or other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Shanghai Haohai Biological Technology Co., Ltd.*, you should at once hand this circular with the enclosed forms of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent 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.

Shanghai Haohai Biological Technology Co., Ltd.*

上 海昊海生物科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6826)

    1. WORK REPORT OF THE BOARD FOR 2020
  1. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
          1. FINANCIAL REPORTS FOR 2020
        1. PROFIT DISTRIBUTION PLAN FOR 2020
      1. REMUNERATION PLAN FOR THE DIRECTORS AND SUPERVISORS FOR 2021
    1. APPOINTMENT OF THE AUDITORS FOR THE FINANCIAL REPORT OF THE COMPANY AND THE INTERNAL CONTROL

AUDITOR FOR 2021

(7) PROPOSAL ON GRANTING THE GENERAL MANDATE TO

THE BOARD TO REPURCHASE THE H SHARES

NOTICE OF AGM

AND

NOTICE OF H SHAREHOLDERS' CLASS MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.

Notices convening each of the AGM and the H Shareholders' Class Meeting to be held at 24/F, WenGuang Plaza, No. 1386 Hongqiao Road, Changning District, Shanghai, the PRC on Friday, June 11, 2021 are set out on pages 29 to 32 and 33 to 35 of this circular, respectively. The forms of proxy for use at the said meetings are enclosed and are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.3healthcare.com).

If you intend to appoint a proxy to attend the AGM and/or the H Shareholders' Class Meeting, you are required to complete and return the forms of proxy in accordance with the instructions printed thereon. The forms of proxy should be returned by holder of H Shares to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the AGM and/or the H Shareholders' Class Meeting or any adjourned meeting thereof (as the case may be), i.e. not later than 1:00 p.m. on Thursday, June 10, 2021. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Shareholders' Class Meeting or at any adjourned meeting (as the case may be) should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

  • For identification purpose only

May 11, 2021

CONTENTS

Page

DEFINITIONS . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

APPENDIX I

- WORK REPORT OF THE BOARD FOR 2020 . . . . . . . .

10

APPENDIX II

- WORK REPORT OF THE SUPERVISORY

COMMITTEE FOR 2020 . . . . . . . . . . . . . . . . . . . . . . .

19

APPENDIX III

- REMUNERATION PLAN FOR THE DIRECTORS

AND SUPERVISORS FOR 2021 . . . . . . . . . . . . . . . . .

23

APPENDIX IV

- EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .

25

NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .

29

NOTICE OF 2021 FIRST H SHAREHOLDERS' CLASS MEETING . . . . . . . . . .

33

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"

the 2020 annual general meeting of the Company to be

held at 24/F, WenGuang Plaza, No. 1386 Hongqiao Road,

Changning District, Shanghai, the PRC on Friday, June

11, 2021 at 1:00 p.m. or any adjournment thereof and the

notice of which is set out on pages 29 to 32 of this

circular

"Articles of Association"

the Articles of Association of the Company, as amended,

revised or supplemented from time to time

"A Share(s)"

ordinary shares in the share capital of the Company with

a par value of RMB1.00 each and listed on the Sci-Tech

Innovation Board of the SSE and traded in RMB,

including among others, ordinary shares issued under the

A Share Offering

"A Share Offering"

the Company's initial public offering of 17.8 million A

Shares and listing on the Sci-Tech Innovation Board of

Shanghai Stock Exchange

"A Shareholder(s)"

holder(s) of A Shares

"A Shareholders' Class Meeting"

the 2021 first A Shareholders' class meeting of the

Company to be held at 24/F, WenGuang Plaza, No. 1386

Hongqiao Road, Changning District, Shanghai, the PRC

on Friday, June 11, 2021 immediately following the

conclusion or adjournment of the AGM

"Board"

the board of directors of the Company

"Company"

Shanghai Haohai Biological Technology Co., Ltd.* (上海

昊海生物科技股份有限公司), a joint stock company

incorporated in the PRC with limited liability and its H

Shares and A Shares are listed on the Hong Kong Stock

Exchange (Stock Code: 6826) and the Sci-Tech

Innovation Board of the SSE (Stock Code: 688366),

respectively

"Company Law"

the Company Law of the People's Republic of China, as

amended from time to time

- 1 -

DEFINITIONS

"CSRC"

China Securities Regulatory Commission

"Directors"

directors of the Company

"Group", "our Group", "we",

our Company and its subsidiaries or, where the context so

"our" or "us"

requires, in respect of the period before our Company

became the holding company of its present subsidiaries,

the businesses operated by such subsidiaries or their

predecessors (as the case may be)

"HK$" or "HKD"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Hong Kong Listing Rules"

The Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited, as amended from

time to time

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"H Share(s)"

the overseas-listed foreign share(s) in the share capital of

the Company with a par value of RMB1.00 each, which

are listed on the Main Board of the Hong Kong Stock

Exchange and traded in HKD

"H Shareholder(s)"

holder(s) of H Shares

"H Shareholders' Class Meeting"

the 2021 first H Shareholders' class meeting of the

Company to be held at 24/F, WenGuang Plaza, No. 1386

Hongqiao Road, Changning District, Shanghai, the PRC

on Friday, June 11, 2021 immediately following the

conclusion or adjournment of the A Shareholders' Class

Meeting and the notice of which is set out on pages 33 to

35 of this circular

"Independent Non-executive

the independent non-executive Director(s) of the

Director(s)"

Company

"Latest Practicable Date"

May 5, 2021

- 2 -

DEFINITIONS

"PRC"

the People's Republic of China which, for the purpose of

this circular only, excludes the Hong Kong Special

Administrative

Region,

the

Macau

Special

Administrative Region and Taiwan

"Reporting Period"

for the year ended December 31, 2020

"Repurchase Mandate"

the general mandate to be granted to the Board at the

AGM, the A Shareholders' Class Meeting and the H

Shareholders' Class Meeting to exercise the power of the

Company to repurchase H Shares not exceeding 10% of

the total number of the H Shares in issue at the time when

the relevant resolution proposed for granting such

mandate for repurchasing H Shares is passed at the AGM,

the A Shareholders' Class Meeting and the H

Shareholders' Class Meeting, respectively

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended, supplemented or

otherwise modified from time to time

"Share(s)"

A Share(s) and/or H Share(s)

"Shareholder(s)"

A Shareholder(s) and/or H Shareholder(s)

"SSE"

the Shanghai Stock Exchange

"STAR Market Listing Rules"

the Rules Governing the Listing of Securities on the

Sci-Tech Innovation Board of the Shanghai Stock

Exchange, as amended from time to time

"Supervisor(s)"

the member(s) of the Supervisory Committee

"Supervisory Committee"

the supervisory committee of the Company

"Takeovers Code"

the Code on Takeovers and Mergers, as amended,

supplemented or otherwise modified from time to time

"%"

per cent

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Shanghai Haohai Biological Technology Co. Ltd. published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:11:07 UTC.