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Jiangxi Rimag Group Co., Ltd. Proxy Solicitation & Information Statement 2025
50650_rns_2025-04-01_216e7981-263d-43d1-8154-07f114ac7934.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Jiangxi Rimag Group Co., Ltd., you should at once hand this circular and the accompanying 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.
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)
(1) 2024 ANNUAL REPORT;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024;
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024;
(4) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024;
(5) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2024;
(6) RE-APPOINTMENT OF THE AUDITOR FOR THE YEAR 2025;
(7) GENERAL MANDATE TO ISSUE NEW SHARES, SELL AND/OR TRANSFER TREASURY SHARES;
(8) GENERAL MANDATE TO REPURCHASE H SHARES; AND
(9) NOTICE OF 2024 ANNUAL GENERAL MEETING
The Company will convene the AGM 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. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular. The form of proxy for use at the AGM is published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/).
Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the form of proxy of the AGM in accordance with the instructions stated thereon 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 letter sent by the Company, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 10:00 a.m. on Tuesday, April 22, 2025) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if they so wish.
References to dates and time in this circular are to Hong Kong dates and time.
April 1, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Appendix I Work Report of the Board of Directors for the Year 2024 I-1
Appendix II Work Report of the Board of Supervisors for the Year 2024 II-1
Appendix III Work Report of the Independent Non-executive Directors for the Year 2024 III-1
Appendix IV Explanatory Statement IV-1
Notice of 2024 Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless defined otherwise:
"AGM"
the annual general meeting or any adjourned meeting thereof of the Company to be convened 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
"Articles of Association"
the articles of association of the Company
"associate(s)"
has the meaning ascribed thereto under the Listing Rules
"Board" or "Board of Directors"
the board of Directors of the Company
"Board of Supervisors"
the board of Supervisors of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"China" or "PRC"
the People's Republic of China, which for the purpose of this circular and for geographical reference only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Company" or "our Company"
Jiangxi Rimag Group Co., Ltd. (江西一脈陽光集團股份有限公司), a joint stock company with limited liability established in the PRC and the H Shares of which are listed on the Stock Exchange (stock code: 2522)
"connected person(s)"
has the meaning ascribed thereto under the Listing Rules
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign ordinary share(s) in the share capital of our Company with nominal value of RMB1.00 each, which are listed and traded on the Stock Exchange
"H Share Registrar"
Tricor Investor Services Limited
- 1 -
DEFINITIONS
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
|---|---|
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Latest Practicable Date” | March 31, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Date” | June 7, 2024 |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time |
| “Nanchang Rimag” | Nanchang Rimag Sunshine Enterprise Management Center (Limited Partnership) (南昌一脈陽光企業管理中心(有限合夥)), a limited liability partnership established under the laws of the PRC on March 28, 2016 as an employee shareholding platform of the Company |
| “PRC Company Law” | the Company Law of the PRC |
| “RMB” or “Renminbi” | Renminbi, the lawful currency of the PRC |
| “Share(s)” | ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Single Largest Shareholders” | Mr. Chen Zhaoyang (陳朝陽) and Nanchang Rimag |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary(ies)” | has the meaning ascribed thereto under the Listing Rules |
| “Supervisor(s)” | the supervisor(s) of the Company |
| “Takeovers Code” | the Codes on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time |
- 2 -
DEFINITIONS
“treasury share(s)” has the meaning ascribed thereto under the Listing Rules
“Unlisted Share(s)” ordinary share(s) in the share capital of our Company, with a nominal value of RMB1.00 each, which are not listed on any stock exchange
“%” per cent
- 3 -
LETTER FROM THE BOARD
RIMAG
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)
Executive Directors
Mr. CHEN Zhaoyang (陳朝陽先生) (Chairman)
Ms. HE Yingfei (何英飛女士)
Mr. FENG Xie (馮勰先生)
Mr. LI Feiyu (李飛宇先生)
Non-executive Directors
Mr. LIU Senlin (劉森林先生)
Mr. GUO Tao (郭濤先生)
Independent Non-executive Directors
Mr. WU Xiaohui (吳曉輝先生)
Mr. LUO Yi (羅毅先生)
Ms. CHEN Yifei (陳伊菲女士)
Registered Office
Room 1002, 10th Floor, 10# Building
Public R&D Centre
Xinqi Zhoudong Avenue South
Chinese Medicine Science and Technology
Innovation City
Ganjiang New District
Jiangxi Province, China
Head Office and Principal Place of
Business in China
Building 2, 2 Minzuyuan
Minzuyuan Road
Chaoyang District
Beijing, China
Principal Place of Business in Hong Kong
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
To the Shareholders
Dear Sir or Madam,
(1) 2024 ANNUAL REPORT;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024;
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024;
(4) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE
DIRECTORS FOR THE YEAR 2024;
(5) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2024;
(6) RE-APPOINTMENT OF THE AUDITOR FOR THE YEAR 2025;
(7) GENERAL MANDATE TO ISSUE NEW SHARES, SELL AND/OR
TRANSFER TREASURY SHARES;
(8) GENERAL MANDATE TO REPURCHASE H SHARES;
AND
(9) NOTICE OF 2024 ANNUAL GENERAL MEETING
INTRODUCTION
This circular is intended to provide you with the notice of the AGM and further information in relation to (1) the 2024 annual report; (2) the work report of the Board of Directors for the year 2024; (3) the work report of the Board of Supervisors for the year 2024;
LETTER FROM THE BOARD
(4) the work report of the independent non-executive Directors for the year 2024; (5) the profit distribution plan of for the year 2024; (6) the re-appointment of the auditor for the year 2025; (7) the grant of general mandates to the Board to issue new Shares, sell and/or transfer treasury shares; and (8) the grant of general mandate to the Board to repurchase H Shares, to enable you to make an informed decision on the resolutions to be presented at the AGM.
(1) 2024 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 annual report.
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board of Directors for the year 2024, the full text of which is set out in Appendix I to this circular.
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board of Supervisors for the year 2024, the full text of which is set out in Appendix II to this circular.
(4) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to consider and approve the work report of the independent non-executive Directors for the year 2024, the full text of which is set out in Appendix III to this circular.
(5) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to consider and approve the profit distribution plan for the year 2024.
In accordance with the PRC Company Law and other relevant laws, regulations, normative documents, as well as the provisions of the Articles of Association, in order to continue to promote the sustainable, steady and healthy development of the Company's operations, financing and other work, the Board did not recommend the payment of a final dividend to Shareholders for the year ended December 31, 2024.
LETTER FROM THE BOARD
(6) RE-APPOINTMENT OF THE AUDITOR FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company for the year 2025, for a term commencing from the date of approval at the AGM until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine the auditor’s remuneration.
(7) GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE NEW SHARES AND SELL AND/OR TRANSFER TREASURY SHARES
A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate (the “Issuance Mandate”) to the Board to allot, issue or otherwise deal with additional Shares and/or to sell or transfer treasury shares of not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the resolution, and to authorize the Board to make corresponding amendments to the Articles of Association as it deems appropriate to reflect the capital structure of the Company as a result of the additional Shares allotted or issued under such mandate.
The Issuance Mandate shall be effective from the date of the passing of the resolution at the AGM and shall expire on the earlier of: (a) the conclusion of the next annual general meeting of the Company; or (b) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.
As at the Latest Practicable Date, the Company had 356,311,832 Shares in issue (excluding treasury shares). Assuming that the number of Shares (excluding treasury shares) remains unchanged as at the date of the passing of the special resolution, the Company would be entitled to allot, issue and deal with and/or to sell or transfer up to 71,262,366 Shares.
(8) GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES
A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate (the “Repurchase Mandate”) to the Board to repurchase H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares) as at the date of the passing of the resolution proposed at the AGM, and to authorize the Board to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares.
The Repurchase Mandate shall be effective from the date of the passing of the resolution at the AGM and shall expire on the earlier of: (a) the conclusion of the next annual general meeting of the Company; or (b) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company had 249,378,074 H Shares in issue. Assuming that the number of Shares remains unchanged as at the date of the passing of the special resolution, the Company would be entitled to repurchase up to 24,937,807 H Shares.
An explanatory statement for the Repurchase Mandate is set out in Appendix IV to this circular.
CLOSURE OF REGISTER OF MEMBERS
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.
VOTING
To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, save for Mr. Wang Shihe and Mr. Gu Junjun, each of whom entered into an irrevocable undertaking of renunciation of voting rights on April 21, 2023 pursuant to which each of them irrevocably and unconditionally renounces any voting rights attached to Shares held by them on all matters submitted to a vote of Shareholders of the Company at any meeting of Shareholders, as disclosed in the Company's prospectus dated May 30, 2024, no Shareholder will be required to abstain from voting at the AGM.
According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors are of the view that the proposed resolutions at the AGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
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
- 8 -
APPENDIX I
WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024
WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024
In accordance with the provisions of the Company Law of the People's Republic of China (the "Company Law") and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (the "Articles of Association"), the Company's Board has prepared the Work Report of the Board of Directors for the Year 2024 regarding the main work review for the year 2024 and the work arrangements for the year 2025, and will report it to the general meeting.
Under the joint efforts of all the members of the Company's Board, adhering to the principle of being responsible to all shareholders, the Board has earnestly exercised the powers conferred by relevant laws and regulations, implemented the resolutions of the general meeting, managed the Company within the scope of the authorization of the Articles of Association and the general meeting, been responsible for the decision-making of the Company's development goals and major business activities, actively promoted the optimization of the corporate governance structure, and effectively advanced the orderly progress of various tasks, so as to maximize the interests of the Company and its shareholders.
On behalf of the Board, I would like to report to you the work report of the Board of Directors of the Company for the year 2024. In 2024, the Board convened 7 board meetings. The notice, convening and voting procedures of these meetings complied with the requirements of laws and regulations such as the Company Law and the Articles of Association. The main work of the Board includes:
(1) The convening of the general meeting
In accordance with the relevant requirements of the Articles of Association, the Board convened 2 extraordinary general meetings. Important matters such as the Company's H-share equity incentive plan and the candidates for Directors and Supervisors were mainly deliberated, ensuring the right to know, the right to participate and the right to make decisions of the shareholders, and fulfilling the duties entrusted by the general meeting in accordance with the law.
(2) The convening of the Board meetings
The Board of the Company organized and convened 7 meetings in accordance with the provisions of the Articles of Association. The convening and holding of these meetings complied with relevant laws and regulations. Important matters such as the Company's H-share equity incentive plan and the candidates for Directors were mainly deliberated. In addition, the Board of the Company promptly implemented all resolutions of the general meeting and completed all the work authorized by the general meeting for the Board to carry out.
APPENDIX I
WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024
(3) The performance of Directors' duties
All Directors have fulfilled their duties with due diligence, taking the initiative to pay attention to matters such as the Company’s daily operation and management, financial situation, and major financing. They carefully reviewed all the proposals submitted to the Board for deliberation, offered suggestions and advice for the Company’s operation and development, and effectively improved the scientific nature of the Board’s decision-making, promoting the continuous, stable and healthy development of various tasks of the Company, including research and development, production, operation, and financing. During the reporting period, except for the situations where they needed to abstain from voting, all Directors of the Company expressed their consent to all the proposals deliberated by the Board.
In 2025, the Board will, in accordance with the Company Law, the Articles of Association and other applicable laws and regulations, take the improvement of corporate governance as the core, further standardize the work of the Board, implement the resolutions of the general meeting, continuously improve the Company’s operation efficiency and sustainable development capabilities, so as to safeguard the rights and interests of the Company and its shareholders.
APPENDIX II
WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024
WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024
In accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Company's Board of Supervisors has prepared the Work Report of the Board of Supervisors for the Year 2024 regarding the main work review for the year 2024 and the work arrangements for the year 2025, and will report it to the general meeting.
In 2024, under the joint efforts of all supervisors, in accordance with the provisions of the Company Law, the Articles of Association and other relevant laws and regulations, and based on the principle of being responsible to all shareholders, the Company's Board of Supervisors has actively and effectively carried out its work, supervised the Company's legal operation and the performance of duties by the Company's Directors and senior management, and safeguarded the legitimate rights and interests of shareholders. The main work in 2024 is hereby reported as follows:
In 2024, the Company's Board of Supervisors convened 2 meetings. The members of the Board of Supervisors witnessed the convening of 7 Board meetings and 3 general meetings of the Company, participated in the discussions of major corporate decisions, and supervised in accordance with the law the legality and compliance of the procedures for convening each Board meeting and general meeting. The Board of Supervisors closely monitored the Company's business operations, earnestly supervised the Company's financial and capital operations, and ensured that the Company's Board and management fulfilled their duties in compliance with regulations, thus guaranteeing the standardization of the Company's business management activities.
In 2024, the members of the Company's Board of Supervisors, by witnessing the convening of the Company's Board meetings and general meetings, supervised and inspected the procedures for convening and holding the general meetings and Board meetings, the resolution matters, the implementation of the resolutions of the general meetings by the Board, and the performance of duties by Directors, the general manager, and other senior management. The Board of Supervisors believes that: the Company's decision-making procedures in this year were legal and effective, the resolutions of the general meetings and the Board were well implemented, the internal control system was sound and complete, and a perfect check-and-balance mechanism was formed among the operating institutions, decision-making institutions, and supervisory institutions. In 2024, the Company's Directors, general manager, and other senior management fulfilled their duties and responsibilities for the company's development. During this year, no acts were found in which the Directors, general manager, and senior management violated laws, regulations, the Articles of Association or damaged the interests of the Company's shareholders while performing their duties.
APPENDIX II
WORK REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2024
The Board of Supervisors conducted a supervision and inspection of the Company's financial situation. It is of the opinion that the preparation of the Company's financial reports complies with relevant regulations such as the Accounting Standards for Enterprises. The review procedures conform to relevant laws, regulations, and provisions, including the Company Law and the Articles of Association. The Company has a sound financial system, its financial operations are standardized, and the content of the reports truthfully, accurately, and completely reflects the Company's financial situation and operating results for the year 2024. By supervising the Company's financial management, no violations or illegal acts have been found in the Company's financial management. The Company has established a corresponding investment decision-making management mechanism, which is scientific, rigorous, and makes decisions prudently. The Board of Supervisors supervised the review and decision-making process and paid attention to the subsequent implementation progress of investment projects.
In 2024, the Board of Supervisors conducted a detailed and comprehensive review of the Company's internal control management. The Board of Supervisors believes that the Company's internal control system is being gradually improved and can be effectively implemented, basically achieving the Company's internal control objectives, and playing a good role in preventing and controlling risks in the Company's operation and management. No major or significant defects have been found.
In 2025, the Board of Supervisors will continue to supervise the daily management activities of the Company's Board and management in accordance with regulations such as the Company Law and the Articles of Association. It will focus on activities such as the performance of major contracts, external investments, and external guarantees; inspect the Company's financial situation, and conduct inquiries and investigations on abnormal data in financial reports and statements; attend Board meetings as non-voting participants and supervise the convening, holding, voting, and agenda-setting processes of the Board; continuously pay attention to the completion of the Company's major economic indicators through operating situation reports; focus on the control of financial indicators, promptly prompt the risks existing in the operation process, urge the Company to formulate countermeasures for major risks, and dynamically track the implementation; in accordance with the requirements of relevant domestic and foreign laws, regulations, and regulatory documents, and in combination with the actual situation of the Company's operation and management, urge the Company to ensure the efficient operation of corporate governance and compliance work throughout the year.
- II-2 -
APPENDIX III
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
As an independent non-executive Director of Jiangxi Rimag Group Co., Ltd. (the "Company"), we have performed our duties as an independent Director diligently and responsibly, and exercised our powers independently and conscientiously in strict accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Articles of Association of Jiangxi Rimag Group Co., Ltd. and relevant laws and regulations such as the Working System of Independent Directors of the Company. We have paid close attention to the Company's development and effectively fulfilled the independent role of independent Directors. Each independent non-executive Director has signed an annual independence confirmation letter in accordance with Rule 3.13 of the Listing Rules. Our main work in 2024 was as follows:
I. BASIC SITUATION OF INDEPENDENT DIRECTORS
The first session of the Board of Directors expired on 18 November 2024. There were three independent Directors on the first session of the Board of Directors, namely Mr. WU Xiaohui, Mr. LUO Yi and Mr. YUAN Jun (Note 1).
The Company elected the second session of the Board of Directors at the EGM held on 18 November 2024. The three independent non-executive Directors of the second session of the Board of Directors are Mr. WU Xiaohui, Mr. LUO Yi and Ms. CHEN Yifei (Note 2).
Mr. WU Xiaohui (吳曉輝), aged 53, was appointed as an independent non-executive Director of our Company in May 2023 and his appointment took effect from the Listing Date. Mr. Wu has over 31 years of experience in accounting and financial management. He served as an accounting manager of Deloitte Touche Tohmatsu Limited from April 1994 to February 1999, a senior accounting manager and accounting partner of Deloitte Touche Tohmatsu Limited from February 2000 to July 2021, a senior partner of Zhong Hui Accounting Firm (中匯會計師事務所) since August 2021, and an independent non-executive director of Intco Medical Technology Co., Ltd. (英科醫療科技股份有限公司, a company listed on the Shanghai Stock Exchange, stock code: 300677) since February 2022.
Mr. Wu graduated from the program of bachelor's degree in accounting of University of Shanghai for Science and Technology (上海理工大學) in the PRC in July 1993. He has been a member of the Chinese Institute of Certified Public Accountants since March 2000.
Mr. LUO Yi (羅毅), aged 40, was appointed as an independent non-executive Director of our Company in May 2023 and his appointment took effect from the Listing Date. Mr. Luo has over 14 years of experience in regulatory and law services. He served at People's Bank of China Nanchang Center Branch (中國人民銀行南昌中心支行) from July 2010 to May 2011, at the Price Supervision, Inspection and Antimonopoly Bureau (價格監督檢查與反壟斷局) and Regulatory Division (法規司) of National Development and Reform Commission (國家發展和改革委員會) of the PRC from May 2011 to May 2021, and a senior consultant of Beijing DHH Law Firm (北京德和衡律師事務所) since September 2021.
APPENDIX III
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
Mr. Luo obtained his bachelor’s degree, his master’s degree and his doctoral degree in law in July 2007, July 2010 and June 2015 from Nanjing Normal University (南京師範大學) in the PRC, respectively. He obtained his PRC lawyer practicing license from Beijing Municipal Bureau of Justice in January 2023.
Ms. CHEN Yifei, aged 31, was appointed as an independent non-executive Director of our Company in November 2024 and her appointment took effect immediately. Ms. Chen has nearly ten years of experience in the area of corporate finance and investment. Since 2024, she has served as the head of equity investment department of New Harvest Wealth Securities Company Limited (新嘉財富證券有限公司) and is mainly responsible for the global primary markets private fund investment. From October 2021 to November 2023, she served as a vice president of the healthcare team of the investment banking division of Asia-Pacific (亞太區投資銀行部醫療組副總裁) of Credit Suisse (Hong Kong) (瑞士信貸(香港)) and was mainly responsible for the listing, acquisition and refinancing business of Asia-Pacific healthcare industry companies. From 2016 to 2021, she worked at several leading investment banking institutions and was mainly responsible for the listing, acquisition and structured financing business of Asia-Pacific companies.
Ms. Chen obtained the bachelor’s degree in finance from the University of International Business and Economics (對外經濟貿易大學) in 2015 and the master of finance degree from The Chinese University of Hong Kong in 2016.
Mr. YUAN Jun (袁駿), aged 46, was appointed as an independent non-executive Director of our Company in May 2023 and his appointment took effect from the Listing Date. Mr. Yuan has over 20 years of experience in trading and investment with focus on Asia fixed income clearing corporation markets. He served as a vice president in the fixed income division of Morgan Stanley Asia Limited from July 2004 to December 2010, an executive director and head of Asian FX & Interest Rate Trading of Goldman Sachs International Ltd. from January 2011 to June 2013, an executive director and head of Great China Macro Trading of Goldman Sachs Asia Limited from July 2013 to April 2017, the co-president of TF International Securities Ltd. from April 2017 to October 2019, and the founder and chief investment officer of PrideRock Global Investment Management Limited since December 2019.
Mr. Yuan obtained his bachelor’s degree and master’s degree in computer science from Peking University (北京大學) in the PRC in July 2001 and June 2004, respectively.
Notes:
(1) Mr. YUAN Jun retired as an independent non-executive Director at the conclusion of the EGM held on 18 November 2024 upon expiry of his term of office.
(2) Ms. CHEN Yifei was elected as an independent non-executive Director of the second session of the Board on 18 November 2024.
- III-2 -
APPENDIX III
WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
II. DUTY PERFORMANCE OF INDEPENDENT DIRECTORS
The Company convened seven Board meetings (Note 3) and three shareholders' meetings (Note 4) in 2024. We attended the Board meetings on time and attended relevant shareholders' meetings as independent Directors. During the duty performance in the Board of Directors, we carefully deliberated on various proposals, exercised the voting right in a prudent manner, and fulfilled the due diligence as independent Directors.
Participation in the meetings as independent Directors was as follows:
| Name | Participation in Board meetings | Participation in shareholders' meetings | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of Board meetings entitled to attend during the year | Number of attendance in person | Number of attendance by proxy | Number of absence | Number of shareholders' meetings entitled to attend during the year | Number of attendance in person | Number of attendance by proxy | Number of absence | |
| WU Xiaohui | 5 | 5 | 0 | 0 | 2 | 2 | 0 | 0 |
| LUO Yi | 5 | 5 | 0 | 0 | 2 | 2 | 0 | 0 |
| CHEN Yifei | 0 | 0 | - | - | 0 | 0 | - | - |
| YUAN Jun | 5 | 5 | 0 | 0 | 2 | 2 | 0 | 0 |
During the Reporting Period, the independent Directors of the Company did not raise any objection to the proposals of the Board meetings and other issues in the current year.
Notes:
(3) The Company was listed on the Stock Exchange on 7 June 2024, and the appointment of the three independent Directors of the first session of the Board of Directors, i.e., WU Xiaohui, LUO Yi and YUAN Jun, took effect from the Listing Date. Throughout the year 2024, the Board of Directors of the Company organized and convened seven meetings in accordance with the provisions of the Articles of Association, of which five Board meetings were held from the Listing Date to 31 December 2024, and all the incumbent Directors attended the Board meetings in accordance with relevant requirements.
(4) The Company was listed on the Stock Exchange on 7 June 2024, and the Company organized and convened three shareholders' meetings in accordance with the Articles of Association in 2024, two of which were convened from the Listing Date to 31 December 2024, attended by all the incumbent Directors in accordance with relevant requirements.
APPENDIX III
WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
III. ISSUANCE OF INDEPENDENT OPINIONS
In 2024, the independent Directors diligently and responsibly attended relevant meetings and seriously considered various proposals with a responsible attitude towards the Company and the Shareholders, made independent, objective, fair and scientific judgments by giving full play to the professional strengths, and issued pre-approval opinions and independent opinions as follows:
| No. | Session of meeting | Independent opinions and related matters | Type of opinions |
|---|---|---|---|
| 1 | The first meeting of the Audit Committee of the first session of the Board of Directors | Related matters: Reviewing the unaudited interim financial statements, interim results announcement and draft interim report for the year 2024. | Approval |
| Independent opinions: The independent Directors WU Xiaohui and YUAN Jun, enquired about the measures taken by the management of the Company for the recovery of accounts receivable and suggested that the Company should step up its efforts in the recovery of long-aging accounts receivable; | |||
| 2 | The first meeting of the Remuneration Committee of the first session of the Board of Directors | Related matters: Trust plan for the first issue of H-share incentive. | Approval |
| Independent opinions: Independent Directors YUAN Jun and LUO Yi suggested that the management of the Company should attract, motivate and retain skilled and experienced personnel for the future development and expansion of the Group by providing access to the Company's equity rights; and should continuously improve the Company's incentive mechanism to attract, motivate and retain Directors, Supervisors, management, core employees and service providers who have made strong contributions to the Company's sustainable operation, development and long-term growth; |
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APPENDIX III
WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
| No. | Session of meeting | Independent opinions and related matters | Type of opinions |
|---|---|---|---|
| 3 | The second meeting of the Audit Committee of the first session of the Board of Directors | Related matter: Appointment of the auditor for the year 2024. |
Independent opinion: From the perspective of the Company’s internal management and the Board’s resolution, the independent Director WU Xiaohui, suggested that the team of PricewaterhouseCoopers should issue a written statement that it is competent to act as the annual auditor of Jiangxi Rimag Group Co., Ltd. for the year 2024. | Approval |
| 4 | The second meeting of the Remuneration Committee of the first session of the Board of Directors | Related matters: Confirmation of the remuneration of the second session of the Board, the Board of Supervisors and the management.
Independent opinion: Independent Directors LUO Yi and YUAN Jun recommended that the formulation and payment of the remuneration plan for the senior management of the Company should be closely integrated with the Board’s corporate objectives and the Company’s performance targets. | Approval |
| 5 | The first meeting of the Nomination Committee of the first session of the Board of Directors | Related matter: Nomination of candidates for the directors of the second session of the Board.
Independent opinions: Independent Directors WU Xiaohui and LUO Yi advised all the Directors to strictly abide by the laws, administrative regulations and the Company’s Articles of Association, fulfill their duty of loyalty to the Company, and take active measures to avoid conflicts between their own interests and the interests of the Company without seeking illegitimate benefits.
Executive Directors should give the reasonable care normally expected of a manager for the best interests of the Company and should strictly fulfill their due duty of diligence to the Company. | Approval |
– III-5 –
APPENDIX III
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2024
IV. ON-SITE INSPECTION
In 2024, we conducted on-site study on the Company, communicated fully with the Company to understand and guide the Company’s work with a focus on the Company’s operating conditions, the development and implementation of systems such as internal control, and the implementation of Board resolutions. We maintained close contact with the Company’s Directors, the person in charge of finance, the secretary to the Board and relevant staff, kept a watchful eye on the impacts of the external environment, industrial situations and market changes on the Company, and kept informed of the progress of the Company’s major issues, so as to have good understanding of the Company’s operation progress and effectively safeguard Shareholders’ rights and interests.
V. THE SPECIALIZED COMMITTEE OF THE BOARD
As a member of the specialized committee of the Board of the Company, we actively performed corresponding duties as committee members, deliberated on major issues of the Company and gave our opinions to the Board in our capacity as special committee members in 2024 in accordance with the relevant requirements of the Rules of Procedure of the Specialized Committee of the Company, so as to regulate the operation of the Company and improve the internal control of the Company.
VI. PROTECTION OF INVESTORS’ RIGHTS AND INTERESTS
In 2024, following the principle of prudence, diligence and loyalty, all the independent Directors performed their duties in accordance with relevant laws and regulations, deliberated on the various proposals of the Board in an independent, objective and fair manner, exercised all the voting rights prudently, and issued pre-approval and independent opinions on relevant matters; at the same time, we supervised and examined the duty performance of the Company’s Directors and senior management, so as to safeguard the legitimate rights and interests of all Shareholders, especially the small and medium-sized Shareholders.
VII. TRAINING AND STUDY
Since appointed as independent Directors, in order to provide better advice and suggestions for the Company’s scientific decision-making and risk prevention, and promote the further standardization of the Company’s operation, we gained a comprehensive understanding of the rules of governance of listed companies, deepened our knowledge and understanding of relevant regulations on the protection of the rights and interests of public shareholders by actively studying the latest laws, rules and various regulations, participated in relevant training organized by the Company and the Stock Exchange, continuously improved our professional standards and competence in practice, constantly enhanced our ability to perform duties, and formed a conscious awareness of protecting social and public Shareholders’ rights and interests.
APPENDIX IV
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to enable the Shareholders to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate.
I. LISTING RULES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.
II. SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares issued by the Company was 356,311,832 (comprising 106,933,758 Unlisted Shares and 249,378,074 H Shares). Subject to the passing of the special resolution granting the Repurchase Mandate and on the basis that the number of Shares remains unchanged as at the date of the passing of the special resolution, the Company may repurchase pursuant to the Repurchase Mandate a maximum of 24,937,807 H Shares, being up to 10% of the total H Shares (excluding treasury shares) in issue as at the date of the passing of the resolution.
III. REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.
IV. FUNDING OF REPURCHASES
In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company. The Company may not repurchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.
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APPENDIX IV
EXPLANATORY STATEMENT
V. IMPACT ON WORKING CAPITAL
Subject to the compliance with the Listing Rules and all applicable laws and regulations, the Company may cancel any H Shares it repurchased and/or hold them as treasury shares subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended December 31, 2024 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels.
VI. GENERAL
None of the Directors and, to the best of knowledge of the Directors having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell to the Company any of the H Shares in the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any H Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is granted to the Company.
Once the H Shares are repurchased by the Company, the Shareholders' rights attached to the repurchased H Shares will be suspended. The Company will, upon completion of the share repurchase, give clear written instruction to the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited and the relevant broker to update the record to clearly identify the repurchased H Shares held in CCASS as treasury shares.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the PRC and the Articles of Association.
APPENDIX IV
EXPLANATORY STATEMENT
VII. IMPLICATIONS UNDER THE TAKEOVERS CODE
If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Nanchang Rimag and Mr. CHEN Zhaoyang, as the Single Largest Shareholders, control or are entitled to control the voting rights of 39,625,297 Unlisted Shares and 19,463,291 H Shares, which account for approximately 16.58% of the Company’s total issued share capital. If the Repurchase Mandate is fully exercised and assuming that no further issuance or repurchase of Shares is made prior to such full exercise, the proportion of the interest of the voting rights held by the Single Largest Shareholders in the Company to the total share capital of the Company will therefore increase to approximately 17.83%. The Directors are not aware of any consequence which would arise under the Takeovers Code or any similarly applicable laws as a result of any repurchases to be made under the Repurchase Mandate. Moreover, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would result in the aggregate number of Shares held by public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
VIII. REPURCHASE OF SHARES BY THE COMPANY
The Company had not purchased any H Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date.
- IV-3 -
APPENDIX IV
EXPLANATORY STATEMENT
IX. H SHARE PRICES
The highest and lowest prices at which the H Shares have traded on the Stock Exchange during each of the calendar months from the Listing Date up to and including the Latest Practicable Date were as follows:
| Highest (HK$) | Lowest (HK$) | |
|---|---|---|
| 2024 | ||
| June (from the Listing Date) | 23.20 | 13.50 |
| July | 21.75 | 14.98 |
| August | 20.00 | 17.14 |
| September | 31.80 | 19.66 |
| October | 39.70 | 26.30 |
| November | 56.50 | 37.95 |
| December | 72.80 | 49.00 |
| 2025 | ||
| January | 70.30 | 30.45 |
| February | 59.75 | 30.50 |
| March (up to the Latest Practicable Date) | 48.20 | 18.04 |
X. CONFIRMATION
The Company confirms that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
NOTICE OF 2024 ANNUAL GENERAL MEETING
RIMAG
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
- To consider and approve the 2024 annual report;
- To consider and approve the work report of the Board of Directors for the year 2024;
- To consider and approve the work report of the Board of Supervisors for the year 2024;
- To consider and approve the work report of the independent non-executive Directors for the year 2024;
- To consider and approve the profit distribution plan for the year 2024; and
- To consider and approve the re-appointment of the auditor for the year 2025.
SPECIAL RESOLUTIONS
- 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
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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.
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AGM-1 -
NOTICE OF 2024 ANNUAL GENERAL MEETING
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.
- AGM-2 -
NOTICE OF 2024 ANNUAL GENERAL MEETING
Notes:
-
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.
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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.
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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.
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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 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.
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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.
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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.
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A Shareholder or his/her proxy should produce proof of identity when attending the AGM.
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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.
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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.
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AGM-3 -