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Fosun International Limited — Proxy Solicitation & Information Statement 2022
Sep 29, 2022
49369_rns_2022-09-29_76ed8679-615e-4df2-a49a-e81ba88fd10c.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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NOTICE OF EXTRAORDINARY GENERAL MEETING
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING
To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Extraordinary General Meeting of the Company, including but not limited to (i) compulsory body temperature checks, (ii) wearing of surgical face mask throughout the Extraordinary General Meeting, (iii) physical distancing through seating arrangement, (iv) no provision of refreshments or drinks and (v) no distribution of corporate gifts.
Shareholders and Shareholders’ agents who intend to attend the Extraordinary General Meeting on site shall abide by the relevant provisions on epidemic prevention and control at the meeting venue, cooperate with the preparation of temperature checking and take effective personal protective measures. To the extent permitted by law, participants who do not comply with the above precautions are not allowed to enter the meeting venue by the Company.
For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Extraordinary General Meeting by appointing the Chairman of the Extraordinary General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Extraordinary General Meeting in person.
Due to the constantly evolving COVID-19 pandemic situation and related change of legal restrictions or requirements, the Company may be required to change the Extraordinary General Meeting arrangements at short notice. Shareholders should check the latest legal requirements, policies and notices announced by the authorities from time to time. As at the date of this notice, it is not certain as to whether the group gathering restrictions and related legal requirements and policies will continue to apply on the date of the Extraordinary General Meeting, and those restrictions, requirements and policies may still have a significant impact on the Extraordinary General Meeting arrangements on that date. Shareholders should check the website of the Company at www.fosun.com for future announcements and updates on the Extraordinary General Meeting arrangements, if any.
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NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Fosun International Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 19 October 2022 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China for the following purposes:
- To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
“ THAT :
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(a) the grant of specific mandate to the Directors regarding the issue and allotment of an aggregate of 4,286,200 new shares (the “ New Award Shares ”) to Computershare Hong Kong Trustees Limited to hold on trust for selected participants who are selected by the Board (the “ Selected Participants ”) for participation in the share award scheme adopted by the Company on 25 March 2015 (the “ Share Award Scheme ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) (the “ Award ”) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;
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(b) the grant of 552,400 award shares pursuant to the Share Award Scheme to Mr. Chen Qiyu is hereby approved and confirmed;
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(c) the grant of 270,200 award shares pursuant to the Share Award Scheme to Mr. Xu Xiaoliang is hereby approved and confirmed;
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(d) the grant of 74,800 award shares pursuant to the Share Award Scheme to Mr. Qin Xuetang is hereby approved and confirmed;
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(e) the grant of 621,800 award shares pursuant to the Share Award Scheme to Mr. Gong Ping is hereby approved and confirmed;
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(f) the grant of 165,200 award shares pursuant to the Share Award Scheme to Mr. Huang Zhen is hereby approved and confirmed;
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(g) the grant of 226,500 award shares pursuant to the Share Award Scheme to Mr. Jin Hualong is hereby approved and confirmed;
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(h) the grant of 206,200 award shares pursuant to the Share Award Scheme to Mr. Li Tao is hereby approved and confirmed;
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(i) the grant of 189,500 award shares pursuant to the Share Award Scheme to Mr. Yao Fang is hereby approved and confirmed;
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(j) the grant of 153,600 award shares pursuant to the Share Award Scheme to Mr. Zhang Houlin is hereby approved and confirmed;
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(k) the grant of 137,100 award shares pursuant to the Share Award Scheme to Mr. Pan Donghui is hereby approved and confirmed;
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(l) the grant of 100,000 award shares pursuant to the Share Award Scheme to Mr. Wang Jiping is hereby approved and confirmed;
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(m) the grant of 100,000 award shares pursuant to the Share Award Scheme to Mr. Henri Giscard d’Estaing is hereby approved and confirmed;
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(n) the grant of 60,000 award shares pursuant to the Share Award Scheme to Mr. Qian Jiannong is hereby approved and confirmed;
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(o) the grant of 58,200 award shares pursuant to the Share Award Scheme to Ms. Hao Yuming is hereby approved and confirmed;
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(p) the grant of 1,370,700 award shares pursuant to the Share Award Scheme to Selected Participants, other than those persons named in resolutions 1(b) –1(o) above, is hereby approved and confirmed; and
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(q) any one or more of the Directors be and is/are hereby authorized to do all such acts and things and execute all such documents which he/she/they consider necessary, expedient or appropriate for the purpose of, or in connection with, the implementation of and giving effect to the Award and the transactions contemplated thereunder, including but not limited to the issue and allotment of the New Award Shares pursuant to the Share Award Scheme.”
By Order of the Board Guo Guangchang Chairman
29 September 2022
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Notes:
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Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not to be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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To be effective, a form of proxy together with the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power or authority, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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The register of members of the Company will be closed from Monday, 17 October 2022 to Wednesday, 19 October 2022, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the EGM, all share transfer documents accompanied by the relevant share certificates and other relevant documents, if any, must be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Friday, 14 October 2022.
As at the date of this notice, the executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Qin Xuetang, Mr. Gong Ping and Mr. Huang Zhen; the non-executive directors are Ms. Chen Shucui, Mr. Zhuang Yuemin and Mr. Yu Qingfei; and the independent nonexecutive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang, Dr. Lee Kai-Fu and Ms. Tsang King Suen Katherine.
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