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Shanghai INT Medical Instruments Co., Ltd. — Proxy Solicitation & Information Statement 2020
Jun 4, 2020
49964_rns_2020-06-04_d25686b2-c7d4-482d-b685-62011c5a0439.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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Shanghai Kindly Medical Instruments Co., Ltd.[*] 上 海 康 德 萊 醫 療 器 械 股 份 有 限 公 司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1501)
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of extraordinary general meeting the Company dated May 8, 2020 (the ‘‘Original Notice’’) which sets out the time and the venue of the EGM and contains resolutions to be proposed at the EGM for shareholders’ approval.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘EGM’’) of Shanghai Kindly Medical Instruments Co., Ltd.* (上海康德萊醫 療器械股份有限公司) (the ‘‘Company’’) will be held as originally scheduled at Block 2, No. 925 Jin Yuan Yi Road, Jiading District, Shanghai, the PRC on Tuesday, June 23, 2020 at 2:00 p.m. In addition to the resolutions set out in the Original Notice, the following resolution will also be considered and approved, if though fit:
SUPPLEMENTAL SPECIAL RESOLUTION
1. ‘‘THAT
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(a) the proposed amendments to the Articles of Association be and are hereby approved; and
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(b) any one of the Directors of the Company be and is hereby authorized to revise the wording of such amendments as appropriate (no approval from the Shareholders is required for such amendments), and execute relevant documents and/or take all relevant actions as it considers necessary or appropriate and in the interest of the Company to effect to proposed amendments, comply with the PRC laws and regulations and meeting the requirements of the relevant regulatory authorities of the PRC (if any), and deal with other relevant matters arising from the amendments to the Articles of Association.’’
By order of the Board Shanghai Kindly Medical Instruments Co., Ltd.[*] 上海康德萊醫療器械股份有限公司 Dr. Liang Dongke Chairman
Shanghai, the PRC, June 5, 2020
- For identification purposes only
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Registered office in the PRC: Block 2, No. 925 Jin Yuan Yi Road Jiading District, Shanghai PRC
Principal place of business in Hong Kong: 31/F, Tower Two, Times Square 1 Matheson Street, Causeway Bay Hong Kong
Headquarters and principal place of business in the PRC: Block 2, No. 925 Jin Yuan Yi Road Jiading District, Shanghai PRC
Notes:
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(i) Any Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
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(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorized.
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(iii) A supplemental form of proxy (the ‘‘Supplemental Proxy Form’’) used for the supplemental resolution set out in the supplemental notice is enclosed. If you have properly completed and submitted only the proxy form sent by the Company on May 22, 2020 for the resolutions set out in the original notice of the EGM (the ‘‘First Proxy Form’’) in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the First Proxy Form per your direction and he is entitled to vote or abstain at his discretion on the resolution set out in the Supplemental Proxy Form. Similarly, if you have properly completed and submitted only the Supplemental Proxy Form in accordance with the instructions set out herein, the appointed proxy will vote on the resolution set out in the Supplemental Proxy Form per the your direction and he is entitled to vote or abstain at his discretion on the resolutions set out in the First Proxy Form. If your wish to provide specific direction to your proxy regarding the voting of all resolutions set out in the First Proxy Form and the Supplemental Proxy Form, you should duly complete and submit both proxy forms in accordance with the instructions set out therein.
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(iv) Completion and return of the the First Proxy Form or the Supplemental Proxy Form shall not preclude the Shareholders of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the First Proxy Form or the Supplemental Proxy Form shall be deemed to be revoked.
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(v) 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 EGM, 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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(vi) In order to determine the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, May 23, 2020 to Tuesday, June 23, 2020, both days inclusive, during which period no transfer of shares of the Company will be effected. All transfers accompanied by the relevant share certificates must be lodged 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 (for H Shareholders), or the Company’s registered office at Block 2, No. 925 Jin Yuan Yi Road, Jiading District, Shanghai, the PRC (for Domestic Shareholders), by no later than 4:30 p.m. on Friday, May 22, 2020.
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- (vii) The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses.
As at the date of this supplemental notice, the Board comprises Dr. Liang Dongke and Mr. Wang Cailiang as executive Directors, Mr. Zhang Weixin, Ms. Chen Hongqin and Mr. Fang Shengshi as non-executive Directors, and Mr. Dai Kerong, Mr. Jian Xigao, Dr. Ge Junbo and Mr. Hui Hung Kwan as independent non-executive Directors.
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