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Jiangsu Recbio Technology Co., Ltd. — Proxy Solicitation & Information Statement 2022
Aug 31, 2022
50426_rns_2022-08-31_dd04fc8c-98f8-44e7-9c54-69b56732b85d.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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Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock code: 2179)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2022 second extraordinary general meeting (the “ EGM ”) of Jiangsu Recbio Technology Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Friday, September 16, 2022 at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the People’s Republic of China for the following purposes (special resolution marked with *):
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To consider and approve the resolution on the 2022 H Share Incentive Scheme of the Company;
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To consider and approve the resolution on the authorization granted to the Board of Directors and its Delegates to deal with matters related to the 2022 H Share Incentive Scheme;
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*To consider and approve the resolution on the amendments to the Articles of Association.
By order of the Board Jiangsu Recbio Technology Co., Ltd. Dr. LIU Yong Chairman
Jiangsu Province, the PRC September 1, 2022
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Notes:
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All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.recbio.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
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Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.
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In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), at least 24 hours before the EGM (i.e. before 10:00 a.m. September 15, 2022) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
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For the purpose of determining the list of holders of H Shares who are entitled to attend the EGM, the H Share Register of members of the Company will be closed from Tuesday, September 13, 2022 to Friday, September 16, 2022, both days inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, September 9, 2022 for registration.
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In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
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Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
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A Shareholder or his/her proxy should produce proof of identity when attending the EGM.
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Notes for the meeting:
If Shareholders attend the meeting on-site, please pay attention to the following matters:
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(1) Please contact the Office of the Board of the Company no later than two days before the convening of the EGM (i.e. before 10:00 a.m. on Wednesday, September 14, 2022), and complete the declaration of personal health information, including their basic personal information, epidemiological history screening, health monitoring condition, and vaccination status. In order to protect the health of the attendees, Shareholders who have not completed the declaration within the aforesaid time, or have travelled to medium- to high-risk areas in recent 14 days, or do not meet the pandemic prevention requirements will not be able to enter the venue of the general meeting.
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(2) Upon arrival at the meeting venue on the day of the EGM, please cooperate with the implementation of the epidemic prevention and control requirements such as registration for meeting attendance, health information query and confirmation, and temperature detection, and strictly abide by the epidemic prevention regulations of local government. Please wear a mask at all times during the meeting and keep necessary distance according to the meeting arrangement.
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- (3) Contact information of the meeting:
The Office of the Board of Jiangsu Recbio Technology Co., Ltd. Address: No. 888 Yaocheng Avenue, Medical High-tech District, Taizhou City, Jiangsu Province Postal code: 225300 Phone: (0523) 8882 0888 Email: [email protected]
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Further details of the resolutions are set out in the circular of the Company dated September 1, 2022.
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References to dates and time in this notice are to Hong Kong dates and time.
As at the date of this notice, the Board of the Company comprises Dr. LIU Yong as the chairman of the Board and an executive Director, Dr. CHEN Jianping and Mr. LI Bu as executive Directors, Dr. HONG Kunxue, Dr. ZHOU Hongbin, Mr. ZHAO Hui, Dr. DU Wei and Dr. FENG Tao as non-executive Directors, and Mr. LIANG Guodong, Dr. XIA Lijun, Professor GAO Feng and Professor YUEN Ming Fai as independent non-executive Directors.
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