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3SBio Inc. — Board/Management Information 2019
Jun 27, 2019
49981_rns_2019-06-27_a306c57b-f2cd-48a3-b3f2-73915cb09d3c.pdf
Board/Management Information
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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.
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HONGKONG CHINESE LIMITED
香 港 華 人 有 限 公 司 *****
(Incorporated in Bermuda with limited liability)
(Stock Code: 655)
PROPOSED AMENDMENTS TO THE BYE-LAWS
The Board proposes certain amendments to the Bye-Laws for approval of the Shareholders by way of a special resolution at the AGM.
PROPOSED AMENDMENTS TO THE BYE-LAWS
This announcement is made by Hongkong Chinese Limited (the “ Company ”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).
The Board of Directors of the Company (the “ Board ”) announces that it has resolved to propose certain amendments to the Bye-Laws of the Company (the “ Bye-Laws ”) as detailed below (the “ Proposed Amendments ”). The Proposed Amendments are subject to the approval of the shareholders of the Company (the “ Shareholders ”) by way of a special resolution at the forthcoming annual general meeting of the Company to be held on Tuesday, 3 September 2019 (the “ AGM ”) and, if approved, will become effective upon such approval.
Details of the Proposed Amendments are set out below:
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The existing Bye-law 87(2) be amended by deleting the first sentence of the existing Bye-law 87(2), “A retiring Director shall be eligible for re-election.”.
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The existing Bye-law 88 be amended by:
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(i) deleting the words, “No person other than a Director retiring at the meeting, shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting, unless
”at the beginning and the words “in each case,” in the fifth line of the existing Bye-law 88; and -
(ii) replacing the deleted words at the beginning with the following words:
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“Save as expressly provided in these Bye-laws, a person shall only be eligible for election as a Director at any general meeting if:
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(1) he is recommended or nominated by the Directors for election; or
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(2) ”.
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Save for the Proposed Amendments, the other provisions of the Bye-Laws will remain unchanged.
REASONS FOR THE PROPOSED AMENDMENTS
During the year, the Company adopted the Directors’ Nomination Policy of the Company (the “ DNP ”) in accordance with the new requirements of the Listing Rules. The DNP stipulates that a retiring Director seeking for re-election at general meeting is subject to the evaluation of the Nomination Committee of the Board (the “ NC ”), the NC’s recommendation to the Board and in turn the Board’s recommendation to the Shareholders.
Accordingly, the Board proposes to seek the approval of the Shareholders by way of a special resolution for the amendments of Bye-laws 87(2) and 88 of the Bye-laws to conform them with the DNP.
The Board considers that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole.
CIRCULAR
A circular containing, among other things, details of the Proposed Amendments together with the notice of the AGM will be despatched to Shareholders around the end of July 2019.
By Order of the Board HONGKONG CHINESE LIMITED John Luen Wai Lee Chief Executive Officer
27 June 2019
As at the date of this announcement, the executive Directors of the Company are Dr Stephen Riady (Chairman) and Mr John Luen Wai Lee (Chief Executive Officer); the non-executive Director of the Company is Mr Leon Nim Leung Chan; and the independent non-executive Directors of the Company are Messrs Victor Ha Kuk Yung, King Fai Tsui and Edwin Neo.
- For identification purpose only
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