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3SBio Inc. Proxy Solicitation & Information Statement 2017

Oct 25, 2017

49981_rns_2017-10-24_04087545-7112-4c34-afed-4640c6d4fa06.pdf

Proxy Solicitation & Information Statement

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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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of 3SBio Inc. (the “ Company ”) will be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on 9 November 2017 at 10 a.m. for the purposes of considering and, if thought fit, passing with or without modification the following resolution as ordinary resolution:

Unless otherwise indicated, capitalised terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 25 October 2017 (the “ Circular ”).

ORDINARY RESOLUTION

THAT:

the entering into of the Shareholders Agreement and the formation of the Joint Venture, the grant of the Put Option, the provision of the full guarantee by the Company and/or its subsidiaries of the obligations and/or the pledge of equity interests by the Company in its subsidiaries under the Commercial Loan, the provision of the 3SBio Loan and all other matters contemplated under the Shareholders Agreement, details of which are more particularly described in the Circular, be and are hereby approved, and the Board be and is hereby authorised to implement the transactions under the Shareholders Agreement.”

By order of the Board 3SBio Inc. Dr. LOU Jing Chairman

Shenyang, the PRC 25 October 2017

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Registered Office: The offices of Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office: No. 3 A1, Road 10 Shenyang Economy and Technology Development Zone Shenyang People’s Republic of China

Principal Place of Business in Hong Kong: 36/F, Tower Two, Times Square 1 Matheson Street

Causeway Bay Hong Kong

Notes:

  • (1) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead.

  • (2) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

  • (3) In order to be valid, the completed form of proxy, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  • (4) In order to attend this EGM, shareholders should ensure that all completed transfer documents, accompanied by the relevant share certificates, are lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on 3 November 2017.

  • (5) Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the articles of association of Company, voting for all the resolution set out in this notice will be taken by poll at the above meeting.

As at the date of this announcement, the directors of the Company are Dr. LOU Jing, Mr. TAN Bo, Ms. SU Dongmei and Mr. HUANG Bin as executive directors; Mr. LIU Dong and Mr. WANG Steven Dasong as non-executive directors; and Mr. PU Tianruo, Mr. David Ross PARKINSON and Mr. MA Jun as independent non-executive directors.

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