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3SBio Inc. Governance Information 2004

May 17, 2004

49981_rns_2004-05-17_48de448c-3051-436c-b908-0ac7706df771.pdf

Governance Information

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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)

ADOPTION OF NEW BYE-LAWS

At the board meeting of Hongkong Chinese Limited (the “Company”) held on 17th May, 2004, the board (the “Board”) of directors (the “Directors”) of the Company approved to submit a proposal to adopt a set of new Bye-laws of the Company (the “New Bye-laws”). The proposed adoption of New Bye-laws is subject to the approval of the shareholders of the Company (the “Shareholders”) by way of special resolution at the forthcoming special general meeting of the Company (the “SGM”).

The major amendments to be effected by the adoption of New Bye-laws include, inter alia, requirements made to reflect the amendments to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) which came into effect on 31st March, 2004.

A circular containing further details concerning the proposed adoption of New Bye-laws and a notice convening the SGM will be despatched to Shareholders in due course.

NEW BYE-LAWS

The Board announces that at a meeting of the Board on 17th May, 2004, the Board had approved to submit a proposal to adopt a set of New Bye-laws. The proposed adoption of New Bye-laws is subject to the approval of the Shareholders by way of special resolution at the forthcoming SGM.

The proposed amendments mainly involve the following:

Changes arising out of amendments to the Listing Rules

The Board proposes that certain amendments be made to the existing Bye-laws to reflect new requirements in the revised Listing Rules in the following areas:

  • (1) Directors shall abstain from voting on any board resolution approving any contract in which they or their associates have material interest, and are not to be counted towards the quorum of the relevant board meetings and the definition of “associate” is proposed to be amended to reflect the new definition of the Listing Rules.

  • For identification purpose only

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  • (2) The Company must allow for a minimum of seven-day period for Shareholders to lodge notices to nominate a Director, upon receipt of which the Company must publish an announcement or revised circular containing information on the proposed Director.

  • (3) Where any Shareholder is required by the Listing Rules to abstain from voting on any particular resolution, or restricted to voting only for or against any particular resolution, any votes cast by or on behalf of him in contravention of such requirement or restriction will not be counted.

Changes introduced to reflect the requirements of the Companies Act 1981 of Bermuda

  • (1) The Company may by ordinary resolution remove any Director before the expiration of his period of office.

  • (2) The Company is prohibited from removing Directors and auditors of the Company by written resolution of members before expiration of their term of office.

General changes to modernise and update the Bye-laws

  • (1) The existing Bye-laws concerning the transfer of shares to controllers and limitations on shareholding have been deleted in entirety as a consequence of the Company’s disposing of its banking business in Hong Kong in 2002 and which renders several requirements of the Banking Ordinance no longer applicable to the Company.

  • (2) The procedures on voting by proxy has been updated.

  • (3) As regards register of directors and officers, references have been also made to corporate directors and officers.

  • (4) The Company is permitted to destroy microfilmed or electronically stored documents under specified circumstances to reflect developments in communications technology.

  • (5) The Company is permitted to offer its Shareholders the option of receiving a summary financial statement in any manner (including electronic forms) unless a completed printed copy of the Company’s annual financial statement and Directors’ report is requested.

  • (6) As regards appointment of auditors, procedures and notice requirements for the appointment and removal thereof have been included.

  • (7) The Company is permitted to place notices on the Company’s website or the website of the Stock Exchange and in either English language or Chinese language.

In view of the amount of amendments involved, the Board proposes that, instead of introducing amendments to the existing Bye-laws, the New Bye-laws be adopted in substitution for and to the exclusion of the existing Bye-laws for the sake of easy reference.

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GENERAL

A circular containing, among others, a summary of the major changes to the existing Bye-laws and a notice of the SGM will be despatched to shareholders of the Company in due course.

By Order of the Board Hongkong Chinese Limited John Lee Luen Wai Director

Hong Kong, 17th May, 2004

As at the date of this announcement, the Board of Directors of the Company comprises seven Directors, of which Dr. Mochtar Riady as non-executive Director, Messrs. Stephen Riady, John Lee Luen Wai, Jesse Leung Nai Chau and Kor Kee Yee as executive Directors and Messrs. Leon Chan Nim Leung and Albert Saychuan Cheok as independent non-executive Directors.

“Please also refer to the published version of this announcement in The Standard”.

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