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Jenscare Scientific Co., Ltd. Proxy Solicitation & Information Statement 2024
51149_rns_2024-12-30_55215b26-7c5c-48de-8b75-b03293af3cc4.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Jenscare Scientific Co., Ltd., you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
Jenscare
健世科技
Jenscare Scientific Co., Ltd.
寧波健世科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 9877)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
Capitalized terms used in this cover page shall have the same meanings as defined in this circular.
A notice convening the EGM of Jenscare Scientific Co., Ltd. to be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC on Wednesday, January 15, 2025 at 2:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular.
A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.jenscare.com). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it together with the notarized power of attorney or other document of authorization to (i) the Company's headquarters in the PRC at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of Unlisted Shares); or (ii) the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares).
Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the proxy shall be deemed to be revoked. For the avoidance of doubt, holders of Treasury Shares, if any, shall abstain from voting at the Company's general meeting in connection to such Treasury Shares pursuant to the Listing Rules.
Reference to times and dates in this circular are to Hong Kong local times and dates.
December 30, 2024
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... 7
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING ... EGM-1
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DEFINITIONS
In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:
"Articles" or "Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Board of Directors" or "Board"
the board of Directors
"Board of Supervisors"
the board of Supervisors
"China" or the "PRC"
the People's Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao Special Administrative Region of the PRC and Taiwan, China
"Company"
Jenscare Scientific Co., Ltd. (寧波健世科技股份有限公司), a joint stock company incorporated in the PRC with limited liability on March 23, 2021, whose H Shares are listed on the main board of the Stock Exchange (Stock code: 9877) or, where the context requires (as the case may be), its predecessor Ningbo Jenscare Biotechnology Co., Ltd (寧波健世生物科技有限公司), a limited liability company established in the PRC on November 8, 2011
"Director(s)"
the director(s) of the Company
"Domestic Shares"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted shares which are currently not listed or traded on any stock exchange
"EGM" or "2025 First Extraordinary General Meeting"
the 2025 first extraordinary general meeting of the Company to be held on Wednesday, January 15, 2025 at 2:00 p.m., or any adjournment thereof
"Group"
the Company and its subsidiaries, or any one of them as the context may require or, where the context refers to any time prior to its incorporation, the business which its predecessors or the predecessors of its present subsidiaries, or any one of them as the context may require, were or was engaged in and which were subsequently assumed by it
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DEFINITIONS
"H Share(s)"
overseas listed foreign ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are to be subscribed for and traded in Hong Kong dollars and which are listed on the main board of the Stock Exchange
"H Share Award Scheme"
the H Share Award and Trust Scheme approved and adopted by the Shareholders at the extraordinary general meeting held on Friday, December 15, 2023
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Notice of the EGM"
the notice of EGM dated December 30, 2024, a copy of which is set out on pages EGM-1 to EGM-2 of this circular
"Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Unlisted Shares and H Shares
"Shareholder(s)"
holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Supervisor(s)"
the supervisor(s) of the Company
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules as effective from June 11, 2024 and as amended from time to time
"Unlisted Foreign Share(s)"
ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which are subscribed for and paid for in currency other than RMB by foreign investors and are not listed or traded on any stock exchange
"Unlisted Share(s)"
Domestic Shares and Unlisted Foreign Shares
"%"
per cent
- 2 -
LETTER FROM THE BOARD
Jenscare Scientific Co., Ltd.
寧波健世科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 9877)
Executive Directors:
Mr. LV Shiwen
Mr. PAN Fei
Non-executive Directors:
Mr. TAN Ching
Mr. ZHENG Jiaqi
Ms. XIE Youpei
Mr. CHEN Xinxing
Independent Non-executive Directors:
Dr. LIN Shoukang
Ms. DU Jiliu
Dr. MEI Lehe
Registered office, headquarters and principal place of business in the PRC:
Block 5, B Area
No. 777 Binhai 4th Road
Hangzhou Bay New Area
Ningbo, Zhejiang Province
PRC
Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
December 30, 2024
To the Shareholders:
Dear Sir/Madam,
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
The purpose of this circular is to provide you with the Notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.
At the EGM, a special resolution will be proposed to consider, (and if thought fit) approve the proposed amendments to the Articles of Association.
LETTER FROM THE BOARD
II. DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES
The proposed amendments to the Articles of Association have been approved by the Board, and are proposed and subject to the approval of the Shareholders by way of a special resolution at the EGM. The proposed amendments to the Articles of Association are to reflect requirements under the latest updates of applicable PRC laws, administrative regulations and normative documents and of a housekeeping nature.
A summary of the proposed amendments to the Articles of Association, which were prepared in the Chinese language, are set out in Appendix I to this circular. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.
The legal advisers to the Company as to Hong Kong laws have confirmed that the amended Articles conform with the requirements of the Listing Rules, in particular Appendix A1 to the Listing Rules regarding the core shareholder protection standards, and the legal advisers to the Company as to the laws of the PRC have confirmed that the amended Articles conform with the relevant requirements under the laws of the PRC. The Company also confirms that there is nothing unusual about the amended Articles for a company listed in Hong Kong.
III. THE EGM
The EGM will be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC on Wednesday, January 15, 2025 at 2:00 p.m. The notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.jenscare.com), respectively.
IV. CLOSURE OF REGISTER OF MEMBERS
The register of members will be closed from Tuesday, January 14, 2025 to Wednesday, January 15, 2025, both days inclusive, during which period no share transfers will be registered, in order to determine the identity of the shareholders of the Company who are entitled to attend and vote at the forthcoming EGM to be held on Wednesday, January 15, 2025.
To be eligible to attend and vote at the EGM, all properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's H 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 no later than 4:30 p.m. on Monday, January 13, 2025.
LETTER FROM THE BOARD
V. FORM OF PROXY
The form of proxy of the EGM is enclosed and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.jenscare.com), respectively.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it together with the notarized power of attorney or other document of authorization to (i) the Company's headquarters in the PRC at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of Unlisted Shares); or (ii) the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares).
Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the proxy shall be deemed to be revoked. For the avoidance of doubt, holders of Treasury Shares of the Company, if any, shall abstain from voting at the Company's general meeting in connection to such Treasury Shares pursuant to the Listing Rules.
VI. VOTING BY WAY OF POLL
Pursuant to Article 79 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be made by disclosed ballot unless a poll is demanded by law, administrative regulations or the listing rules of the exchange where the Company's Shares are listed. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As the proposed resolution does not relate purely to a procedural or administrative matter, accordingly, the resolution set out in the Notice of the EGM will be taken by way of poll.
On a poll, every shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. A shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the EGM pursuant to the Listing Rules and/or the Articles of Association. For the avoidance of doubt, holders of Treasury Shares, if any, shall abstain from voting at the EGM in connection to such Treasury Shares pursuant to the Listing Rules.
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LETTER FROM THE BOARD
The announcement of the poll results of the EGM will be published on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.jenscare.com), respectively, after the conclusion of the EGM in accordance with the requirements of Rule 13.39(5) of the Listing Rules.
VII. RECOMMENDATIONS
The Board (including the independent non-executive Directors) considers that the proposed amendments to the Articles of Association proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution.
VIII. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
By order of the Board
Jenscare Scientific Co., Ltd.
Mr. LV Shiwen
Chairman and Executive Director
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APPENDIX I
PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
Comparative Table of the Amendments to the Articles of Association
| Original Clause of the Articles of Association | Revised Clause of the Articles of Association |
|---|---|
| Article 7 The legal representative of the Company is the Chairman of the Board of Directors of the Company. | Article 7 The legal representative of the Company shall be taken up by the General Manager of the Company. If the General Manager who serves as the legal representative resigns, he/she shall be deemed to have resigned as the legal representative at the same time. When the legal representative resigns, the Company shall appoint a new legal representative within 30 days from the date of the legal representative's resignation. |
| Article 27 The Company's purchase of its own shares shall be approved by resolution of the shareholders meeting if it arises from circumstances set forth in Items (1) and (2), Paragraph One, Articles 25 hereof, or may be approved by resolution of the meeting of Board of Directors approved by more than two thirds of attending directors in accordance with the provisions hereof or with the authorization of the shareholders meeting, if it arises from circumstances set forth in Items (3), (5) and (6), Paragraph One, Articles 25 hereof. | |
| After the Company purchases its shares in accordance with Paragraph One, Article 25 hereof, such shares shall be canceled within ten (10) days from the date of purchase in case of circumstance set forth in Item (1), or transferred or canceled within six (6) months in case of circumstances set forth in Item (2) or (4), or transferred or canceled within three (3) years and the total number of shares of the Company held by itself shall not exceed 10% of the total number of issued shares of the Company, in case of circumstances set forth in Item (3), (5) or (6). | Article 27 The Company's purchase of its own shares shall be approved by resolution of the shareholders meeting if it arises from circumstances set forth in Items (1) and (2), Paragraph One, Articles 25 hereof, or may be approved by resolution of the meeting of Board of Directors approved by more than two thirds of attending directors in accordance with the provisions hereof or with the authorization of the shareholders meeting, if it arises from circumstances set forth in Items (3), (5) and (6), Paragraph One, Articles 25 hereof. |
| After the Company purchases its shares in accordance with Paragraph One, Article 25 hereof, such shares shall be canceled within ten (10) days from the date of purchase in case of circumstance set forth in Item (1), or transferred or canceled within six (6) months in case of circumstances set forth in Item (2) or (4), or transferred or canceled within three (3) years and the total number of shares of the Company held by itself shall not exceed 10% of the total number of issued shares of the Company, in case of circumstances set forth in Item (3), (5) or (6). |
APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Clause of the Articles of Association | Revised Clause of the Articles of Association |
|---|---|
| Article 29 The Company shall not accept any shares of the Company as the subject of a pledge. | Article 29 The Company shall not accept any shares of the Company as the subject of a pledge. |
| Article 55 The contents of a proposal shall be within the functions and powers of the shareholders meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations and these Articles. | Article 55 The contents of a proposal shall be within the functions and powers of the shareholders meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations and these Articles. |
| In the event that the Company convenes a shareholders meeting, the Board of Directors, the Board of Supervisors or Shareholders individually or jointly holding an aggregate of more than 1% voting Shares of the Company are entitled to submit proposals to the Company. | In the event that the Company convenes a shareholders meeting, the Board of Directors, the Board of Supervisors or Shareholders individually or jointly holding an aggregate of more than 1% voting Shares of the Company are entitled to submit proposals to the Company. |
| Shareholders individually or jointly holding an aggregate of more than 1% voting Shares of the Company may submit interim proposals to the convener in writing 10 days prior to the shareholders meeting. | Shareholders individually or jointly holding an aggregate of more than 1% voting Shares of the Company may submit interim proposals to the convener in writing 10 days prior to the shareholders meeting. |
| The convener of the shareholders meeting shall issue a supplemental notice of the shareholders meeting to other Shareholders within 2 days after receipt of such proposal to announce the content of such temporary proposal... | The convener of the shareholders meeting shall issue a supplemental notice of the shareholders meeting to other Shareholders within 2 days after receipt of such proposal to announce the content of such temporary proposal, unless the interim proposals violate the laws, administrative regulations or provisions of the Articles of Association, or do not fall within the scope of the shareholders meeting... |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Clause of the Articles of Association | Revised Clause of the Articles of Association |
|---|---|
| Article 78 Shareholders shall be entitled (1) to speak at shareholders meetings and (2) to vote at shareholders meetings unless individual Shareholders are required by the listing rules of the exchange where the Shares of the Company are listed to abstain from voting on particular matters. When voting at the shareholders meeting, a Shareholder (including his/her proxies) shall exercise his/her voting rights in accordance with the number of Shares represented by him/her. Each Share shall have one vote... | Article 78 Shareholders shall be entitled (1) to speak at shareholders meetings and (2) to vote at shareholders meetings unless individual Shareholders are required by the listing rules of the exchange where the Shares of the Company are listed to abstain from voting on particular matters. When voting at the shareholders meeting, a Shareholder (including his/her proxies) shall exercise his/her voting rights in accordance with the number of Shares represented by him/her. Each Share shall have one vote, except for Shareholders of class shares... |
| Article 125 The Company shall have one General Manager, who will be appointed or removed by the Board of Directors. | |
| The Company shall have several Deputy General Managers, who will be employed or dismissed by the Board of Directors. | Article 125 The Company shall have one General Manager, who will be appointed or removed by the Board of Directors. |
| The Company shall have two Deputy General Managers, who will be employed or dismissed by the Board of Directors. |
APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Clause of the Articles of Association | Revised Clause of the Articles of Association |
|---|---|
| Article 162 The profit allocation policy of the Company is specifically as follows: |
The Company implements a continuous and stable profit distribution policy, whereby the Company’s profit distribution should focus on reasonable investment returns to investors and also take into account the Company’s sustainable development. The Board of Directors and the shareholders meeting of the Company shall fully listen to the opinions of independent directors and minority shareholders through various channels when deciding on and discussing the profit distribution policy.
The Company may distribute dividends by means of cash, stocks or the combination thereof. The Company shall distribute dividends in cash on a priority basis, and will actively distribute profits by means of cash dividend subject to satisfaction of the capital requirements of the Company for normal operation. | Article 162 The profit allocation policy of the Company is specifically as follows:
The Company implements a continuous and stable profit distribution policy, whereby the Company’s profit distribution should focus on reasonable investment returns to investors and also take into account the Company’s sustainable development.
The specific plan for profit allocation of the Company shall be formulated by the Board of Directors and submitted to the shareholders meeting for approval after consideration and approval by the Board of Directors. The Board of Directors and the shareholders meeting of the Company shall fully listen to the opinions of independent directors and minority shareholders through various channels when deciding on and discussing the profit distribution policy.
The Company may distribute dividends by means of cash, stocks or the combination thereof, with priority given to cash dividends. The Company may distribute cash dividends provided that the following cash dividend conditions are met, and the specific dividend proportion of each year shall be decided by the Board of Directors according to the annual profit status and future fund use plan:
(1) the Company shall make a profit in the fiscal year and the audit institution shall issue an audit report with unqualified opinions on the Company’s financial report of that year; |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Clause of the Articles of Association | Revised Clause of the Articles of Association |
|---|---|
| (2) to ensure the Company's capital needs for normal operation and long-term development; |
(3) there are no other circumstances in which the Board of Directors considers cash dividends are not appropriate.
The Company will carefully discuss the adjustment of profit allocation policy according to the changes in actual conditions such as production and operation, capital demand and long-term development, etc. The adjusted profit allocation policy shall be based on the principle of safeguarding shareholders' rights and interests and shall not violate the provisions of laws and administrative regulations; the proposal on adjusting profit allocation policy shall be submitted to the shareholders meeting of the Company for approval after consideration by the Board of Directors of the Company. |
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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
Jenscare Scientific Co., Ltd.
寧波健世科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 9877)
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2025 first extraordinary general meeting (the "EGM") of Jenscare Scientific Co., Ltd. (the "Company") will be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC on Wednesday, January 15, 2025 at 2:00 p.m. for the following purpose:
SPECIAL RESOLUTION
- To consider and approve the proposed amendments to the articles of association of the Company.
Details of the above resolution is set out in the circular of the Company published on December 30, 2024 (the "Circular") in relation to the EGM. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the Circular.
By order of the Board
Jenscare Scientific Co., Ltd.
Mr. LV Shiwen
Chairman and Executive Director
Hong Kong, December 30, 2024
Notes:
-
The register of members of the Company will be closed for the following period: The holders of the Company's H shares are reminded that for determining the right of Shareholders to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Tuesday, January 14, 2025 to Wednesday, January 15, 2025, (both days inclusive), during which period, no transfer of shares will be registered. In order to be qualified for attending and voting at the EGM, all the share transfer documents should be lodged for registration with Computershare Hong Kong Investor Services Limited, the Company's H Share Registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, January 13, 2025.
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EGM-1 -
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
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Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder. Where a Shareholder appoints more than one proxy, his/her/its proxies can only vote in a poll. For the avoidance of doubt, holders of Treasury Shares of the Company, if any, shall abstain from voting at the Company's general meeting in connection to such Treasury Shares pursuant to the Listing Rules.
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To be valid, the proxy form enclosed with this circular ("Proxy Form") shall be used by Shareholders wishing to appoint a proxy and, if such Proxy Form is signed by a person authorized by a Shareholder pursuant to a power of attorney or other authority, a notarized copy of that power of attorney or other authority must be delivered together with the Proxy Form to (i) the Company's headquarters in the PRC at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of Unlisted Shares); or (ii) the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time designated for the commencement of the EGM or any adjournment thereof. The Proxy Form can also be downloaded from the Company's website at https://www.jenscare.com or the website of the Stock Exchange at https://www.hkexnews.hk, respectively.
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A Shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. If a corporate Shareholder appoints its representative to attend the meeting, such representative shall produce proof of identity and a copy of the resolution of the board of directors or governing body of such Shareholder.
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In accordance with the Articles of Association, where there are joint registered Shareholders, only the first named Shareholder in the register of members is entitled to receive this notice, attend the EGM and exercise voting rights.
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The EGM is expected to last for about half a day. Shareholders or their proxies attending the EGM shall be responsible for their own transportation, food and lodging.
As of the date of this notice, the executive Directors are Mr. LV Shiwen and Mr. PAN Fei; the non-executive Directors are Mr. TAN Ching, Mr. ZHENG Jiaqi, Ms. XIE Youpei and Mr. CHEN Xinxing; and the independent non-executive Directors are Dr. LIN Shoukang, Ms. DU Jiliu and Dr. MEI Lehe.
- EGM-2 -