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Jiangxi Rimag Group Co., Ltd. Proxy Solicitation & Information Statement 2025

Apr 2, 2025

50650_rns_2025-04-01_ed842958-9636-4425-8b34-0114e5652523.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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一脉阳光医学影像

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2522)

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 annual general meeting (the "AGM") of Jiangxi Rimag Group Co., Ltd. (the "Company") will be held with the combination of a physical meeting at Yimai Yangguang Medical Imaging Diagnosis Center, No. 2, Minzuyuan Road, Chaoyang District, Beijing, PRC, and a virtual meeting online at 10:00 a.m. on Wednesday, April 23, 2025 for the purpose of considering and, if thought fit, passing the following resolutions, details of which are set out in the circular of the Company dated April 1, 2025 (the "Circular"):

ORDINARY RESOLUTIONS

  1. To consider and approve the 2024 annual report;
  2. To consider and approve the work report of the Board of Directors for the year 2024;
  3. To consider and approve the work report of the Board of Supervisors for the year 2024;
  4. To consider and approve the work report of the independent non-executive Directors for the year 2024;
  5. To consider and approve the profit distribution plan for the year 2024; and
  6. To consider and approve the re-appointment of the auditor for the year 2025.

SPECIAL RESOLUTIONS

  1. To consider and approve the grant of general mandate to the Board to issue new Shares, sell and/or transfer treasury shares, with the details of the general mandate as set out in the Circular; and
  2. To consider and approve the grant of general mandate to the Board to repurchase H Shares, with the details of the general mandate as set out in the Circular.

By order of the Board
Jiangxi Rimag Group Co., Ltd.
江西一脈陽光集團股份有限公司
Mr. CHEN Zhaoyang
Chairman of the Board, Executive Director and
Chief Executive Officer

Hong Kong, April 1, 2025

As at the date of this notice, the Board comprises Mr. CHEN Zhaoyang, Ms. HE Yingfei, Mr. FENG Xie and Mr. LI Feiyu as executive Directors, Mr. LIU Senlin and Mr. GUO Tao as non-executive Directors, and Mr. WU Xiaohui, Mr. LUO Yi and Ms. CHEN Yifei as independent non-executive Directors.

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Notes:

  1. All resolutions at the AGM 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 Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/) after the AGM.

  2. Any Shareholder entitled to attend and vote at the AGM 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.

  3. Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in the eVoting Portal.

Registered Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

Non-registered holders whose H Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the eVoting Portal including the login details will be emailed to them by the Company's H Share Registrar, Tricor Investor Services Limited.

  1. 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 H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letters sent by the Company at least 24 hours before the AGM (i.e. not later than 10:00 a.m. on Tuesday, April 22, 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.

  2. For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, April 16, 2025 to Wednesday, April 23, 2025, both dates inclusive, during which period no transfers of shares of the Company will be effected. In order to qualify to attend and vote at the AGM, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Tuesday, April 15, 2025.

  3. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

  4. A Shareholder or his/her proxy should produce proof of identity when attending the AGM.

  5. The AGM is expected to last for no more than half a business day. Shareholders and proxies attending the meeting shall be responsible for their own travel and accommodation expenses.

  6. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. Shareholders may contact Ms. HE Yingfei of the Company at +86 13667099205 for any enquiries in respect of the AGM.