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Shanghai Pharmaceuticals Holding Co., Ltd. Proxy Solicitation & Information Statement 2025
50709_rns_2025-02-21_bf49359c-66e7-4e36-9934-49794724db92.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 you should take, you should consult your 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 Shanghai Pharmaceuticals Holding Co., Ltd.*, you should at once hand this circular and the accompanying proxy form and reply slip 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.
上海医药
SHANGHAI PHARMA
上海醫藥集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ELECTION OF INDEPENDENT DIRECTOR OF THE EIGHTH SESSION OF THE BOARD
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the Extraordinary General Meeting of the Company to be held at Meeting Room, 2nd Floor, Shanghai Pharma Building, 200 Taicang Road, Huangpu District, Shanghai, the PRC on 13 March 2025 at 14:00 is set out on pages 8 to 9 of this circular.
For holders of H Shares, whether or not you are able to attend the Extraordinary General Meeting, you are advised to read the notice of the Extraordinary General Meeting carefully. If you intend to attend the Extraordinary General Meeting by proxy, please complete the proxy form in accordance with the instructions printed thereon and return the same to the H share registrar of the Company, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting or at any adjourned meeting thereof in person.
For holders of H Shares, if you intend to attend the Extraordinary General Meeting in person or by proxy, you are required to complete and return the reply slip.
21 February 2025
- For identification purpose only
CONTENTS
Pages
Definitions 1
Letter from the Board 2
Notice of Extraordinary General Meeting 8
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Company" or "Shanghai Pharmaceuticals"
Shanghai Pharmaceuticals Holding Co., Ltd. (上海醫藥集團股份有限公司), a joint stock company incorporated in the PRC with limited liability (shares of which are listed on the Shanghai Stock Exchange with stock code 601607, and on the Main Board of the Hong Kong Stock Exchange with stock code 02607)
"Extraordinary General Meeting" or "EGM"
the 2025 first extraordinary general meeting or any adjourned meeting thereof to be held by the Company on 13 March 2025 at 14:00 at Meeting Room, 2nd Floor, Shanghai Pharma Building, 200 Taicang Road, Huangpu District, Shanghai, the PRC
"Articles of Association"
the articles of association of Shanghai Pharmaceuticals, as amended from time to time
"SSE"
Shanghai Stock Exchange
"Group"
the Company and its subsidiaries
"Hong Kong" or "HK"
the Hong Kong Special Administrative Region of the People's Republic of China
"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Hong Kong 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)
"A Shares"
domestic shares in the Company's ordinary share capital, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB
"H Shares"
overseas shares in the Company's ordinary share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
"Board" or "Board of Directors"
the board of directors of the Company
"Directors"
the directors of the Company
"Independent Directors" or "Independent Non-executive Directors"
independent non-executive directors of the Company
"Shares"
A Shares and H Shares
"Shareholders"
Holders of shares of the Company
- 1 -
LETTER FROM THE BOARD
上海醫藥集團股份有限公司
LTD. LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
Executive Directors:
Mr. YANG Qiuhua
Mr. SHEN Bo
Mr. LI Yongzhong
Mr. DONG Ming
Non-executive Director:
Mr. ZHANG Wenxue
Independent Non-executive Directors:
Mr. GU Zhaoyang
Mr. Manson FOK
Mr. WANG Zhong
To the Shareholders
Dear Sir or Madam,
Registered Address:
No. 92 Zhangjiang Road
Pilot Free Trade Zone
China (Shanghai)
Principal Place of Business in Hong Kong:
Room 1918, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay,
Hong Kong
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ELECTION OF INDEPENDENT DIRECTOR OF THE EIGHTH SESSION OF
THE BOARD
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the notice of the EGM and to provide you with all the reasonably necessary information to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.
The resolution to be proposed at the EGM for the Shareholders to approve by way of special resolution is: (1) Proposal regarding the Amendments to the Articles of Association.
- For identification purpose only
LETTER FROM THE BOARD
The resolution to be proposed at the EGM for the Shareholders to approve by way of ordinary resolution through cumulative voting is: (2) Proposal regarding the Election of Independent Director for the Eighth Session of the Board.
2. PROPOSAL REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION
We refer to the announcement of the Company dated 21 February 2025 in relation to the review and approval of the “Proposal regarding the Amendments to the Articles of Association” at the 19th meeting of the eighth session of the Board of the Company held on 21 February 2025.
According to the relevant provisions and requirements of the Company Law of the People’s Republic of China, the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Hong Kong Listing Rules and the Rules Governing the Listing of Stocks on The Shanghai Stock Exchange (《上海證券交易所股票上市規則》), the Board proposed the following amendments to the Articles of Association:
| Original Text | Amended to |
|---|---|
| Article 145 The Board comprises 9 directors in which, among others, there shall be 5 external directors and 3 independent directors (satisfied relevant laws, regulations and independence requirements stipulated in the Rules Governing the Listing of Securities on the Stock Exchange). External directors shall account for at least one-half (1/2) of the Board, and independent directors shall account for at least one-third (1/3) of the Board; and at least one independent director shall be of accounting professional (i.e. those holding senior professional title or CPA qualification); and at least one independent director must be ordinarily resident in Hong Kong. | |
| Upon unanimous agreement by all the directors, the Board shall have an executive committee, comprising 3 or 4 executive directors, to perform its duties in accordance with this AOA. | Article 145 The Board comprises 9 directors in which, among others, there shall be 56 external directors and 34 independent directors (satisfied relevant laws, regulations and independence requirements stipulated in the Rules Governing the Listing of Securities on the Stock Exchange). External directors shall account for at least one-half (1/2) of the Board, and independent directors shall account for at least one-third (1/3) of the Board; and at least one independent director shall be of accounting professional (i.e. those holding senior professional title or CPA qualification); and at least one independent director must be ordinarily resident in Hong Kong. |
| Upon unanimous agreement by all the directors, the Board shall have an executive committee, comprising 3 or 4 executive directors, to perform its duties in accordance with this AOA. | |
| Article 178 The independent directors shall provide the independent opinion on the following matters to the Board or to the shareholders’ general meeting: | Article 178 The independent directors shall provide the independent opinion on the following matters to the Board or to the shareholders’ general meeting: |
LETTER FROM THE BOARD
| Original Text | Amended to |
|---|---|
| (i) nomination, appointment or replacement of directors; | |
| (ii) appointment or dismissal of senior management; | |
| (iii) remuneration for directors and senior management; | |
| (iv) connected (related party) transactions that shall be disclosed; | |
| (v) where the idle raised funds are used to make up working capital; where after single raising and investing project is finished, the Company uses the raised fund surplus of such project (including interest income) for other raising and investing projects; where after all the raising and investing projects are finished, the raised fund surplus (including interest income) exceeding ten percent (10%) of the net amount of the raised funds are used for other raising and investing projects; where the Company proposes to transfer or replace the raising and investing projects (except for those have been transferred or replaced in whole during the material asset restructurings of the Company); | |
| (vi) events that the independent directors consider to be detrimental to the interests of minority shareholders; | |
| (vii) other matters stipulated by laws, administrative regulations, departmental rules, regulations of the securities authorities of the place where the Company is listed or this AOA. | (i) nomination, appointment or replacement of directors; |
| (ii) appointment or dismissal of senior management; | |
| (iii) remuneration for directors and senior management; | |
| (iv) connected (related party) transactions that shall be disclosed; | |
| (v) where the idle raised funds are used to make up working capital; where after single raising and investing project is finished, the Company uses the raised fund surplus of such project (including interest income) for other raising and investing projects; where after all the raising and investing projects are finished, the raised fund surplus (including interest income) exceeding ten percent (10%) of the net amount of the raised funds are used for other raising and investing projects; where the Company proposes to transfer or replace the raising and investing projects (except for those have been transferred or replaced in whole during the material asset restructurings of the Company); | |
| (vi) events that the independent directors consider to be detrimental to the interests of minority shareholders; | |
| (vii) other matters stipulated by laws, administrative regulations, departmental rules, regulations of the securities authorities of the place where the Company is listed or this AOA. | |
| Article 179 With respect to the above-mentioned matters the independent directors shall provide one of the following kinds of opinions: a consent opinion, a reserved opinion and the reasons therefor, a negative opinion and the reasons therefor, or a non-comment opinion and the obstacles. |
If certain matters need to be disclosed, the Company shall publish the opinion provided by the independent directors. If the independent directors disagree among | Article 179 With respect to the above-mentioned matters the independent directors shall provide one of the following kinds of opinions: a consent opinion, a reserved opinion and the reasons therefor, a negative opinion and the reasons therefor, or a non-comment opinion and the obstacles.
If certain matters need to be disclosed, the Company shall publish the opinion provided by the independent directors. If the independent directors disagree among |
- 4 -
LETTER FROM THE BOARD
| Original Text | Amended to |
|---|---|
| themselves and are not able to reach the consensus, the Board shall disclose the independent directors’ respective opinions separately. | themselves and are not able to reach the consensus, the Board shall disclose the independent directors’ respective opinions separately. |
| Article 302 Definitions: |
...
(viii) “external guarantees” means the Company and its controlled subsidiaries use their credit to provide external security in accordance with the Security Law of the PRC, externally mortgage the properties as stipulated in the Security Law of the PRC, externally pledge the chattels or rights as stipulated in the Security Law of the PRC, and undertake to creditors or beneficiaries that if the debtor fails to repay the debts in accordance with the agreement, the guarantor shall undertake the repayment obligation. The above-mentioned actions include without limitation providing security for any third party by the Company, providing security for the controlled subsidiaries by the Company, providing security for the Company by the controlled subsidiaries, and providing security for one controlled subsidiary by another.
... | Article 302 300 Definitions:
...
(viii) “external guarantees” means the Company and its controlled subsidiaries use their credit to provide external security in accordance with the Security Law Civil Code of the PRC, externally mortgage the properties as stipulated in the Security Law Civil Code of the PRC, externally pledge the chattels or rights as stipulated in the Security Law Civil Code of the PRC, and undertake to creditors or beneficiaries that if the debtor fails to repay the debts in accordance with the agreement, the guarantor shall undertake the repayment obligation. The above-mentioned actions include without limitation providing security for any third party by the Company, providing security for the controlled subsidiaries by the Company, providing security for the Company by the controlled subsidiaries, and providing security for one controlled subsidiary by another.
... |
This proposal shall be effective upon approval by the Shareholders’ general meeting as a special resolution.
3. PROPOSAL REGARDING ELECTION OF INDEPENDENT DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD
We refer to the announcement of the Company dated 11 January 2025 in relation to the proposed election of Independent Non-executive Director. The Board has nominated Dr. WAN Jun as a candidate for Independent Non-executive Director of the eighth session of the Board of the Company with a term from the date of Shareholders’ approval at the general meeting to the expiration of the eighth session of the Board. Biographical details of Dr. WAN Jun are set out as follows:
LETTER FROM THE BOARD
Dr. WAN Jun, born in September 1969, holds a Ph.D. from the University of Hong Kong. She is currently a tenured professor at the University of Hong Kong, a chair professor of transplant oncology and immunology, the director of the clinical and translational laboratory, the director of the liver transplantation and liver cancer laboratory, and the director of the organ transplantation and regeneration laboratory at the University of Hong Kong. She also serves as the director of the central laboratory at the Shenzhen Hospital of the University of Hong Kong, the founder and director of Oncoimmunostics Limited (適康因科技有限公司), the chairman of the Hong Kong Scientist Association, and the chairman of the Hong Kong Society for Immunology. Dr. WAN Jun mainly engages in clinical, translational, and basic research on liver transplantation injury, liver cancer, and tumor recurrence after liver transplantation. Her research achievements are at the international leading level in the relevant fields and she has published in over 200 papers in several internationally renowned journals. She has successively received the First Prize of Scientific and Technological Achievements in Higher Education (高等教育科技成果一等獎) from the Ministry of Education in 2013, the First Prize of Scientific and Technological Progress from the Chinese Medical Association (中華醫學會科技進步一等獎) in 2014, and the “2022 Basic Science Established Investigator Award” from the International Liver Transplantation Society. Her innovative translational achievements in precise tumor diagnosis and treatment have won the Gold Award at the 2024 Geneva Invention Exhibition and the Special Award from the China Association of Inventions (中國發明協會特別大獎). She has also served as the president of the International Liver Transplantation Society, a member of the Transplantation Science Committee, the chairman of the Scholarship Committee, a member of the Education Committee, and a member of the Basic Research Committee.
Save as disclosed above, the above candidate did not hold any directorships in any other listed companies or any other major positions in the three years prior to the date of notice of this EGM. The above candidate does not have any relationship with any Director, Supervisor, senior management or substantial Shareholder or controlling Shareholder of the Company. As at the date of notice of this EGM, Dr. WAN Jun does not hold any equity interest in the Company (within the meaning of Part XV of the Securities and Futures Ordinance).
Dr. WAN Jun has also confirmed that (i) she meets the independence requirement in relation to each of the factors set out in Rules 3.13(1) to (8) of the Hong Kong Listing Rules; (ii) she has no past or present financial or other interests in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Hong Kong Listing Rules) of the Company; and (iii) there are no other factors that may affect her independence at the time of her appointment.
If the above candidate is elected as an Independent Non-executive Director, her term of office will expire on the same date when the eighth session of the Board expires. The Board proposes to determine the allowance for Independent Director of the Company as RMB300,000 (tax inclusive) per year. Her remuneration received during her term of office shall be determined at the Shareholder's general meeting.
Save as disclosed above, there are no other matters concerning the election of the above candidate as Independent Non-executive Director that need to be brought to the attention of the Shareholders and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
- 6 -
LETTER FROM THE BOARD
The proposal will be submitted at the general meeting as an ordinary resolution for consideration and voting by way of a cumulative polling system.
4. PROXY
The proxy form and reply slip for the EGM are enclosed with this circular.
If you intend to appoint a proxy to attend the EGM or any adjourned meetings thereof, you are required to complete and return the relevant proxy form in accordance with the instructions printed thereon. For holders of H Shares, the relevant proxy form should be returned to the Company's H share registrar, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Hong Kong as soon as possible, in any event served by hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meetings thereof. Completion and return of the relevant proxy form will not preclude you from attending and voting at the EGM or at any adjourned meetings thereof in person if you so wish.
5. VOTING BY POLL
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a vote by poll in relation to all the proposed resolutions at the EGM in accordance with the requirements of Article 104 of the Articles of Association.
6. RECOMMENDATION FROM THE BOARD OF DIRECTORS
The Board of Directors (including the independent non-executive Directors) considers that all resolutions to be proposed at the EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board of Directors recommends that you vote in favor of all the resolutions to be proposed at the EGM.
7. RESPONSIBILITY STATEMENT
The circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, 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.
By order of the Board
Shanghai Pharmaceuticals Holding Co., Ltd.*
YANG Qiuhua
Chairman
Shanghai, the PRC, 21 February 2025
- For identification purpose only
NOTICE OF EXTRAORDINARY GENERAL MEETING
上海醫藥集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the “EGM”) of Shanghai Pharmaceuticals Holding Co., Ltd.* (the “Company”) will be held at Meeting Room, 2nd Floor, Shanghai Pharma Building, 200 Taicang Road, Huangpu District, Shanghai, the PRC on 13 March 2025 at 14:00, to consider and approve the following proposals:
SPECIAL RESOLUTION
(1) Proposal regarding the Amendments to the Article of Association
ORDINARY RESOLUTION (BY MEANS OF CUMULATIVE VOTING)
(2) Proposal regarding the Election of Independent Director of the Eighth Session of the Board
By order of the Board
Shanghai Pharmaceuticals Holding Co., Ltd.*
YANG Qiuhua
Chairman
Shanghai, the PRC, 21 February 2025
Notes:
- Eligibility for attending the EGM and date of registration of members for H Shares
Purchasers of shares who have submitted their instruments of share transfer to the H Share registrar of the Company and registered as shareholders on the H Share register of members of the Company before 16:30 on 7 March 2025 are entitled to attend this EGM.
In order to attend this EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong, before 16:30 on 7 March 2025.
- Proxy
(1) Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy needs not be a shareholder of the Company.
- For identification purpose only
NOTICE OF EXTRAORDINARY GENERAL MEETING
(2) The instrument appointing a proxy must be in writing by the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other documents of authorization must be notarised.
To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other document of authorization must be delivered to the Company’s H Share registrar, MUFG Corporate Markets Pty Limited at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof.
(3) Any voting at the EGM shall be taken by poll.
3. Registration procedures for attending the EGM
(1) A shareholder or his proxy should produce proof of identity when attending the EGM. If the shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
(2) Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share registrar, MUFG Corporate Markets Pty Limited (for holders of H Shares) at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong on or before 3 March 2025.
4. Voting by poll
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a shareholders’ general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 104 of Articles of Association.
5. Miscellaneous
(1) The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of MUFG Corporate Markets Pty Limited is:
Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong.
(3) The address of China Securities Depository and Clearing Corporation Limited Shanghai Branch is:
Level 36, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the PRC.
(4) The registered address of the Company:
No. 92 Zhangjiang Road
Pilot Free Trade Zone
China (Shanghai)
Contact office: Office of the Board
Telephone No.: 86 (21) 6373 0908
Facsimile No.: 86 (21) 6328 9333
Contact person: ZHONG Tao
(5) For details of the proposals submitted to the EGM for consideration and approval, please refer to the circular of the Company dated 21 February 2025.