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CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2023
Dec 28, 2023
50715_rns_2023-12-28_4aea4cfa-8b30-44ca-ae28-c5751fc3d414.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 notice, 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 notice.
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CStone Pharmaceuticals 基石藥業
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2616)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of CStone Pharmaceuticals (the “ Company ”) will be held at Hall B, Conference Center, Third Floor, New Bund Center, No. 555 West Haiyang Road, Pudong New District, Shanghai, China on Wednesday, January 17, 2024 at 10:00 a.m. for the following purposes. Unless indicated otherwise, terms used herein shall have the same meanings ascribed to them in the circular (the “ Circular ”) of the Company dated December 29, 2023.
ORDINARY RESOLUTION
As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
- “ THAT , the grant of Options under the Post-IPO ESOP to Dr. Jianxin Yang, an executive director and the chief executive officer of the Company, to subscribe for an aggregate of 14,000,000 Shares at the exercise price of HK$2.350 per Share and on the terms and conditions as set out in the Circular be and is hereby approved, confirmed and ratified in all respects and that any one Director (other than Dr. Jianxin Yang) be and is hereby authorized to do all such acts and/or execute all such documents as he/she may deem necessary or expedient in order to give full effect to such grant and exercise of such Options.”
By order of the Board CStone Pharmaceuticals Dr. Wei Li Chairman
Hong Kong, December 29, 2023
Registered office: Head Office and Principal Place of Business in China: The offices of Vistra (Cayman) Limited 218 Xinghu Str. P.O. Box 31119 C1 Building, North Block Grand Pavilion Hibiscus Way Suzhou Industrial Park 802 West Bay Road China Grand Cayman KY1-1205 Cayman Islands
Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong
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Notes:
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(1) All resolutions at the meeting will be taken by poll (except where the Chairman to the EGM decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
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(2) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.
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(3) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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(4) In order to be valid, a form of proxy must be deposited the branch share registrar of the Company in Hong Kong, 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 notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. by no later than 10:00 a.m. on Monday, January 15, 2024) or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
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(5) For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Friday, January 12, 2024 to Wednesday, January 17, 2024 both days inclusive, during which period no Share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, January 11, 2024.
As at the date of this notice, the Board comprises Dr. Wei Li as Chairman and non-executive Director, Dr. Jianxin Yang as executive Director, Mr. Kenneth Walton Hitchner III, Mr. Xianghong Lin and Mr. Edward Hu as non-executive Directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu and Mr. Hongbin Sun as independent non-executive Directors.
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