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Sinopharm Group Co. Ltd. Proxy Solicitation & Information Statement 2025
49684_rns_2025-05-22_50ea768b-2f5d-41df-869c-c822a8c99279.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about any of the contents of this circular, you should obtain independent professional advice.
If you have sold or transferred all your H shares in Sinopharm Group Co. Ltd., you should at once hand this circular together with the 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.
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)
(Stock Code: 01099)
(1) PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
(2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(3) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
(4) GENERAL MANDATE TO ISSUE NEW SHARES
(5) GENERAL MANDATE TO REPURCHASE H SHARES
(6) NOTICE OF AGM
(7) NOTICE OF H SHAREHOLDERS' CLASS MEETING AND
(8) NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
A letter from the Board is set out on pages 3 to 11 of this circular. The notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 9:00 a.m., 10:00 a.m. (or immediately after the conclusion of the AGM) and 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 12 June 2025, respectively, are being dispatched to the Shareholders together with this circular.
Shareholders who intend to appoint a proxy to attend the above meeting(s) shall complete and return the appropriate form of proxy in accordance with the instructions printed thereon. The form of proxy must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.
In the case of joint holders of Shares, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the AGM and the Class Meetings either in person or by proxy in respect of such Shares.
For holders of H Shares, please return the proxy form together with any documents of authority to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, and in any event not later than 24 hours before the respective time appointed for holding the AGM and the H Shareholders' Class Meeting. For holders of Domestic Shares, please return the proxy form together with any documents of authority to the office of the Company in the PRC at Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai as soon as possible, and in any event not later than 24 hours before the respective time appointed for holding the AGM and the Domestic Shareholders' Class Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, the H Shareholders' Class Meeting or the Domestic Shareholders' Class Meeting, or any adjournment thereof should you so wish.
22 May 2025
- The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd.".
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
I. INTRODUCTION 4
II. PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD 4
III. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR 4
IV. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR 6
V. GENERAL MANDATE TO ISSUE NEW SHARES 7
VI. GENERAL MANDATE TO REPURCHASE H SHARES 8
VII. AGM, H SHAREHOLDERS' CLASS MEETING AND DOMESTIC SHAREHOLDERS' CLASS MEETING 10
VIII. RECOMMENDATION 11
APPENDIX EXPLANATORY STATEMENT 12
NOTICE OF AGM 16
NOTICE OF H SHAREHOLDERS' CLASS MEETING 21
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING 24
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the following meanings:
"AGM"
the 2024 annual general meeting of the Company to be convened at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 9:00 a.m. on Thursday, 12 June 2025
"Articles of Association"
the articles of association of the Company
"Board"
the board of directors of the Company
"Class Meetings"
the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting
"Company"
Sinopharm Group Co. Ltd. (國藥控股股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed and traded on the Hong Kong Stock Exchange
"Company Law of the PRC"
the Company Law of the People's Republic of China
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are subscribed for and fully paid up in RMB by PRC nationals and/or PRC incorporated entities
"Domestic Shareholders' Class Meeting"
the Domestic Shareholders' class meeting of the Company to be convened at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 12 June 2025
"Group"
the Company and its subsidiaries
"H Share(s)"
overseas-listed foreign invested ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which is/are listed and traded on the Hong Kong Stock Exchange
"H Shareholders' Class Meeting"
the H Shareholders' class meeting of the Company to be convened at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. (or immediately after the conclusion of the AGM) on Thursday, 12 June 2025
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DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
|---|---|
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Issue General Mandate” | the general mandate to issue new Shares proposed to be granted to the Board at the AGM |
| “Issue General Mandate Resolution” | the special resolution to be proposed to the Shareholders at the AGM in relation to the Issue General Mandate |
| “Latest Practicable Date” | 19 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “PRC” | the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan Region |
| “Repurchase General Mandate” | a general mandate proposed to be granted to the Board at the AGM and the Class Meetings to repurchase the H Shares in issue |
| “Repurchase General Mandate Resolution” | the special resolution to be proposed to the Shareholders at the AGM and the Class Meetings in relation to the Repurchase General Mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SAFE” | State Administration of Foreign Exchange |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | the share(s) of the Company in the nominal value of RMB1.00 each, including the Domestic Share(s) and the H Share(s) |
| “Shareholder(s)” | the shareholder(s) of the Company, including H Shareholders and Domestic Shareholders |
| “Takeovers Code” | Code on Takeovers and Mergers |
| “treasury shares” | has the meaning ascribed to it under the Hong Kong Listing Rules |
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LETTER FROM THE BOARD
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)
(Stock Code: 01099)
Members of the Board:
Non-executive Directors:
Mr. Zhao Bingxiang
Mr. Chen Qiyu
Mr. Hu Ligang
Mr. Zu Jing
Mr. Xing Yonggang
Mr. Wen Deyong
Ms. Feng Rongli
Executive Directors:
Mr. Lian Wanyong
Mr. Sun Jinglin
Independent non-executive Directors:
Mr. Chen Fangruo
Mr. Li Peiyu
Mr. Wu Tak Lung
Mr. Yu Weifeng
Mr. Shi Shenghao
Registered office in the PRC:
1st Floor, 11th to 15th Floor,
No. 385, East Longhua Road,
Huangpu District,
Shanghai, 200023,
the PRC
Principal place of business in Hong Kong:
Room 1601,
Emperor Group Center,
288 Hennessy Road,
Wanchai, Hong Kong
22 May 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
(2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(3) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
(4) GENERAL MANDATE TO ISSUE NEW SHARES
(5) GENERAL MANDATE TO REPURCHASE H SHARES
(6) NOTICE OF AGM
(7) NOTICE OF H SHAREHOLDERS’ CLASS MEETING
AND
(8) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING
- The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.
LETTER FROM THE BOARD
I. INTRODUCTION
References are made to the announcements of the Company dated 25 April 2025 and 16 May 2025, in relation to the proposed appointment of independent non-executive Director and the proposed appointment of non-executive Director.
The purpose of this circular is to provide you with detailed information regarding, among others, (i) proposed delegation of power of provision of guarantees for subsidiaries to the Board; (ii) proposed appointment of independent non-executive Director; (iii) proposed appointment of non-executive Director; (iv) general mandate to issue new Shares; (v) proposed general mandate to repurchase H Shares; and (vi) notices convening the AGM and the Class Meetings to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM and the Class Meetings.
II. PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
In order to further clarify the authority of the Board in respect of the relevant guarantees and facilitate and improve the efficiency of the business operation of the Company and its subsidiaries, the Board proposed to seek the Shareholders' approval for delegation of power of provision of guarantees for subsidiaries of the Company to the Board with an aggregate guarantee amount of not more than 30% of the latest audited total assets of the Company over a period of 12 months. The guarantee matters mainly include but not limited to comprehensive banking facility. The delegation effects from the date of approval of such resolution at the AGM until the date of next annual general meeting. If the above delegation is not consistent with, collides with or conflicts with the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange, the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange should be followed.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as an ordinary resolution.
III. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
On 25 April 2025, the Board resolved to propose to appoint Mr. Chen Weiru ("Mr. Chen") as an independent non-executive Director (the "Proposed Appointment of Director").
The Proposed Appointment of Director was proposed by the nomination committee of the Board (the "Nomination Committee") according to the nomination procedures for Directors of the Company and based on the needs of the Company and has submitted to the Board for review after considering the Director candidate's relevant qualification by the Nomination Committee, and will then be submitted by the Board to the AGM for final approval. Mr. Chen has confirmed that he has satisfied the requirement of independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Hong Kong Listing Rules and has no past or present financial or other interest in the business of the Company and its subsidiaries or any connection with any core connected persons of the Company, and there are no other factors that may affect his independence. In proposing Mr. Chen as the
LETTER FROM THE BOARD
candidate for the independent non-executive Director, the Board has considered his independence confirmation, skills, background, knowledge and experience. In particular, Mr. Chen possesses extensive experience in strategy formulation and corporate management. Mr. Chen can provide valuable perspectives and contribute to the diversity of the Board by leveraging his education, background, professional experience and practice.
In accordance with the Articles of Association, the Proposed Appointment of Director is subject to the approval by the Shareholders at the AGM of the Company.
Upon the approval of the Proposed Appointment of Director by the Shareholders, the Company will enter into a service contract with Mr. Chen, and Mr. Chen's term of office as a Director shall commence from the date of his appointment by the AGM and end on the expiration of the term of the current session of the Board. Pursuant to the Articles of Association, Mr. Chen will be subject to retirement by rotation and re-election upon the expiry of his term of office. The remuneration of Mr. Chen will be RMB350,000 per annum (before tax), which is determined by the Board according to the authorization to be granted at the AGM of the Company and in accordance with the Company's 2025 remuneration standard regarding independent non-executive Directors and shall become effective after the AGM approves the authorization to the Board to determine the 2025 remuneration of the Directors and the appointment of Mr. Chen as a Director.
BIOGRAPHY OF MR. CHEN
Mr. Chen Weiru, aged 54, holds a doctor of philosophy in strategic management from Purdue University in the United States. Mr. Chen currently serves as an associate professor of strategy at China Europe International Business School (中歐國際工商學院). Prior to that, he served as the chief strategy officer of Cainiao Network and the director of Industry Internet Center of Alibaba Group from July 2017 to July 2020. Mr. Chen currently serves as an independent non-executive director of Country Garden Services Holdings Company Limited (碧桂園服務控股有限公司) (a company listed on the Main Board of the Hong Kong Stock Exchange, stock code: 06098), an independent director of Opple Lighting Co., LTD. (歐普照明股份有限公司) (a company listed on the Shanghai Stock Exchange, stock code: 603515), an independent director of Jack Technology Co., Ltd. (傑克科技股份有限公司) (formerly known as Jack Sewing Machine Co., Ltd. (傑克縫紉機股份有限公司), a company listed on the Shanghai Stock Exchange, stock code: 603337), an independent non-executive director of Vision Deal HK Acquisition Corp. (a special purpose acquisition company listed on the Main Board of the Hong Kong Stock Exchange, stock code: 07827), and an independent director of Universal Vision Biotechnology Co., Ltd. (大學光學科技股份有限公司) (a company listed on the Taipei Exchange, stock code: 3218). In the past three years, Mr. Chen previously served as an independent director of TAL Education Group (好未來教育集團) (a company listed on the New York Stock Exchange, stock code: TAL), an independent director of Fangdd Network Group Ltd. (房多多網絡集團有限公司) (a company listed on the Nasdaq Stock Exchange, stock code: DUO), an independent director of Blue City Holdings Limited (藍城兄弟控股有限公司) (a company listed on the Nasdaq Stock Exchange, stock code: BLCT, which withdrawn from listing in August 2022), an independent director of WPG Holdings Limited (大聯大控股股份有限公司) (formerly known as 大聯大投資控股股份有限公司, a company listed on the Taiwan Stock Exchange, stock code: 3702) and an independent director of Dian Diagnostics Group Co., Ltd. (迪安診斷技術集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 300244).
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LETTER FROM THE BOARD
Save as disclosed above, as at the Latest Practicable Date, Mr. Chen did not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, or have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chen did not hold any other positions in the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years.
Save as disclosed above, the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders or any matter in relation to the Proposed Appointment of Director that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
Relevant proposal will be put forward at the AGM for Shareholders’ consideration and approval as an ordinary resolution.
IV. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
On 16 May 2025, the Board resolved to propose to appoint Mr. Chen Yuqing as a non-executive Director (the “Proposed Appointment of Non-executive Director”).
The Proposed Appointment of Non-executive Director was proposed by the Nomination Committee according to the nomination procedures for Directors of the Company and based on the needs of the Company and has submitted to the Board for review after considering the Director candidate’s relevant qualification by the Nomination Committee, and will then be submitted by the Board to the AGM for final approval.
In accordance with the Articles of Association, the Proposed Appointment of Non-executive Director is subject to the approval by the Shareholders at the AGM of the Company.
Upon the approval of the Proposed Appointment of Non-executive Director by the Shareholders, the Company will enter into a service contract with Mr. Chen Yuqing, and Mr. Chen Yuqing’s term of office as a Director shall commence from the date of his appointment by the AGM and end on the expiration of the term of the current session of the Board. Pursuant to the Articles of Association, Mr. Chen Yuqing will be subject to retirement by rotation and re-election upon the expiry of his term of office. The remuneration of Mr. Chen Yuqing will be determined by the Board according to the authorization to be granted at the AGM of the Company and in accordance with the Company’s remuneration standard regarding Directors implemented from time to time. According to the Company’s current remuneration standard, non-executive Directors will not receive any remuneration from the Company.
BIOGRAPHY OF MR. CHEN YUQING
Mr. Chen Yuqing, aged 50, obtained a bachelor’s degree in engineering from Shanghai University. Mr. Chen Yuqing serves as an executive director and the chairman of the board of directors of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (上海復星醫藥(集團)股份有限公司) (“Fosun
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LETTER FROM THE BOARD
Pharma”, a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, stock code: 600196, 02196 respectively) since April 2025, and holds directorships and management positions in certain subsidiaries of Fosun Pharma. Mr. Chen Yuqing joined Fosun Pharma in January 2010 and successively served as an assistant to the president and the general manager of the human resources department, a vice president, a senior vice president, the co-president, the co-chief executive officer, a non-executive director and other positions of Fosun Pharma. Mr. Chen Yuqing currently also serves as a senior vice president of Fosun International Limited (a company listed on the Hong Kong Stock Exchange, stock code: 00656) and the chairman of the board of directors of Shanghai Fosun Health Technology (Group) Co., Ltd. (上海復星健康科技(集團)有限公司). Mr. Chen Yuqing has previously held human resources management positions in various companies, and has substantial experience in human resources management.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chen Yuqing did not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, or have any interest in the Shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chen Yuqing did not hold any other positions in the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years.
Save as disclosed above, the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders or any matter in relation to the Proposed Appointment of Non-executive Director that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as an ordinary resolution.
V. GENERAL MANDATE TO ISSUE NEW SHARES
The Board resolved to seek the Shareholders' approval for obtaining the Issue General Mandate, which is an unconditional general mandate to separately or concurrently allot, issue and/or deal with or agreed conditionally or unconditionally to issue, allot and/or deal with (whether pursuant to an option or otherwise, and including sale and transfer of treasury shares) Domestic Shares and/or H Shares not exceeding 20% of the aggregate nominal amount of the existing issued Shares of such class (excluding any treasury shares) as at the date on which such Issue General Mandate Resolution is approved by the Shareholders. As at the Latest Practicable Date, there were 1,778,845,451 Domestic Shares and 1,341,810,740 H Shares in issue. Therefore, a maximum of 355,769,090 Domestic Shares and/or 268,362,148 H Shares, representing 20% of the number of each of the existing issued Domestic Shares and/or H Shares, can be separately or concurrently allotted, issued and/or dealt with (including sale and transfer of treasury shares) by the Board pursuant to the general mandate to be granted by the Shareholders.
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LETTER FROM THE BOARD
The Board also resolved to seek Shareholders’ authorization that contingent on the Board’s resolving to issue shares pursuant to the Issue General Mandate, the Board be and is hereby authorized to approve, execute, make and procure to execute and make all such documents, deeds and matters as it may consider relevant in connection with the issue of such new shares (including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into underwriting agreement(s) or any other agreement(s)), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital of the Company and the new share capital structure.
The Board will only exercise its authority under the Issue General Mandate in accordance with the Company Law of the PRC, the Hong Kong Listing Rules (as amended from time to time) and the requirements of the relevant PRC regulatory authorities. Subject to the approval of the Shareholders, the Company may utilize the general mandate to sell or transfer treasury shares based on the market condition and the needs of the Group. The Directors believe that it is in the best interests of the Company and the Shareholders to grant the Issue General Mandate to the Board to issue new Shares, and the ability to do so would give the Board the flexibility to capture the right timing.
The Issue General Mandate will end on the earliest of (i) the expiration date of 12 months following the passing of the relevant resolution; (ii) the conclusion of the next annual general meeting following the passing of the relevant resolution; or (iii) the date upon which such authority is revoked or amended by a special resolution of the Shareholders at a general meeting.
Relevant proposal will be put forward at the AGM for Shareholders’ consideration and approval as a special resolution.
VI. GENERAL MANDATE TO REPURCHASE H SHARES
The Company Law of the PRC (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares except under any of the following circumstances: (a) in order to reduce the registered capital of the company; (b) merger with another company holding shares in the Company; (c) the shares are used for employee stock ownership plan or equity incentives; (d) a shareholder requests the Company to purchase the shares held by him/her since he/she objects to a resolution of the shareholders’ meeting on the combination or division of the Company; (e) the shares are used for converting convertible corporate bonds issued by the listed company; or (f) when it is necessary for the listed company to preserve its value and shareholders’ rights and interests. The Articles of Association of the Company provides that the Company may, subject to procedures of its Articles of Association and approval of the relevant competent authorities of the PRC, repurchase its issued shares under the following circumstances: (a) cancellation of shares in order to reduce its capital; (b) merger with another company holding shares in the Company; or (c) other circumstances permitted by the laws and administrative regulations.
The Hong Kong Listing Rules permits shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase H shares of such company that are listed on the Hong Kong Stock Exchange. In accordance with the Articles of Association, such mandate is required to be
LETTER FROM THE BOARD
given by way of a special resolution passed by shareholders at a general meeting and special resolutions passed by holders of domestic shares and overseas listed foreign shares at separate class meetings.
As H Shares are traded on the Hong Kong Stock Exchange in Hong Kong dollars and the price payable by the Company upon any repurchase of H Shares shall, therefore, be paid in Hong Kong dollars, the payment of the repurchase price is subject to the approval of SAFE or entities authorised by it. Besides, the Company will handle the change registration, filing and/or obtain approval (if required) in accordance with applicable relevant laws, regulations and the listing rules of the place where the Company is listed after repurchasing its H Shares.
In accordance with relevant requirements of the Articles of Association and the Company Law of the PRC, the Company will have to notify its creditors within 10 days after the date passing the resolution to reduce registered capital of the Company and also make an announcement in newspapers or other statutory platforms within 30 days after the passing of such resolution. A creditor shall have the right to demand the Company to settle its debts or provide a corresponding guarantee according to the requirements of the Company Law of the PRC.
In order to provide more flexibility to the Directors to repurchase H Shares, a special resolution will be proposed at the AGM and the Class Meetings to grant to the Board the Repurchase General Mandate. The Board is authorized to, in compliance with all applicable laws and regulations promulgated by the PRC government or securities regulatory authorities and the Hong Kong Stock Exchange, exercise all power of the Company to repurchase H Shares on terms that it deems appropriate during the authorization period and be authorized to (including but not limited to the following): (i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.; (ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund outbound; (iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase; (iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decided to cancel such repurchased H Shares; and (v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with the Repurchase General Mandate.
In accordance with the Repurchase General Mandate, the total number of H Shares repurchased during the authorization period shall not exceed 10% of the total number of H Shares in issue of the Company (excluding any treasury shares) as at the date when the Repurchase General Mandate Resolution is approved by the Shareholders.
The Board will only exercise such authority in accordance with the Hong Kong Listing Rules (amended from time to time), relevant PRC laws and regulations and the Articles of Association and, if applicable, with the approval of all the competent regulatory authorities.
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LETTER FROM THE BOARD
The Repurchase General Mandate will be conditional upon the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings. Such Repurchase General Mandate, if approved, will lapse at the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings; or (ii) the date on which the authority granted to the Board by the Repurchase General Mandate Resolution is cancelled or amended by a special resolution of Shareholders at a general meeting, or a special resolution of class Shareholders at their respective class meeting.
The Repurchase General Mandate is in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the government and regulatory authorities of the PRC. The Repurchase General Mandate Resolution is set out as resolution 12 in the notice of AGM and resolution 1 in the notice of H Shareholders' Class Meeting and the notice of Domestic Shareholders' Class Meeting, respectively, which are appended to this circular.
An explanatory statement containing information regarding the Repurchase General Mandate is set out in Appendix to this circular.
Relevant proposal will be put forward at the AGM and the Class Meetings for Shareholders' consideration and approval as a special resolution.
VII. AGM, H SHAREHOLDERS' CLASS MEETING AND DOMESTIC SHAREHOLDERS' CLASS MEETING
The notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at 9:00 a.m., 10:00 a.m. (or immediately after the conclusion of the AGM) and 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 12 June 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC are set out at the end of this circular.
Proxy forms to be used at the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting are also enclosed herein and published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). Shareholders who intend to appoint a proxy to attend the above meeting(s) shall complete and return the appropriate proxy form in accordance with the instructions printed thereon.
For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the respective time for holding the AGM and the H Shareholders' Class Meeting in order for such documents to be valid. For holders of Domestic Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the office of the Company in the PRC at Room 1413,
LETTER FROM THE BOARD
Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, not less than 24 hours before the respective time for holding the AGM and the Domestic Shareholders’ Class Meeting in order for such documents to be valid.
Pursuant to the Articles of Association, for the purpose of holding the AGM and the Class Meetings, the register of members of the Company will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Monday, 9 June 2025 are entitled to attend and vote at the AGM, and holders of the corresponding class of Shares whose name appear on the register of members of the Company on the same day are eligible to attend and vote at the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting, respectively.
In order to attend the AGM and the H Shareholders’ Class Meeting, holders of H Shares shall lodge all transfer documents together with the relevant Share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H Share Registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 6 June 2025.
Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to vote at the AGM and the Class Meetings in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the AGM and the Class Meetings in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.
VIII. RECOMMENDATION
The Directors consider that all of the aforesaid resolutions are in the interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the AGM and the Class Meetings.
Yours faithfully,
By Order of the Board
Sinopharm Group Co. Ltd.
Zhao Bingxiang
Chairman
APPENDIX
EXPLANATORY STATEMENT
In accordance with the Hong Kong Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM and the Class Meetings for the granting of the Repurchase General Mandate to the Board.
SECURITIES REPURCHASE GENERAL MANDATE
Reasons for Repurchasing H Shares
The Board considered that the repurchase of the H Shares would be in the best interests of the Company and its Shareholders as a whole. It can strengthen the investors' confidence in the Company and promote a positive effect on maintaining the Company's reputation in the capital market. Such repurchases will only be made when the Board believes that such repurchases will benefit the Company and its Shareholder as a whole.
Registered Capital
As at the Latest Practicable Date, the registered capital of the Company was RMB3,120,656,191, comprising 1,341,810,740 H Shares with a nominal value of RMB1.00 each and 1,778,845,451 Domestic Shares with a nominal value of RMB1.00 each.
Exercise of the Repurchase General Mandate
Subject to the passing of the special resolution 12 as set out in the notice of AGM and the special resolution 1 as set out in the notice of H Shareholders' Class Meeting and the notice of Domestic Shareholders' Class Meeting, respectively, the Board will be granted the Repurchase General Mandate until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings; or
(ii) the date on which the authority granted to the Board by the Repurchase General Mandate Resolution is cancelled or amended by a special resolution of Shareholders at a general meeting, or a special resolution of class Shareholders at their respective class meeting.
(hereinafter referred to as the "Relevant Period").
The Company shall exercise the Repurchase General Mandate in accordance with all applicable laws and regulations promulgated by the Chinese government or security regulatory authorities and the Hong Kong Stock Exchange. The Company will handle the change registration, filing and/or obtain approval (if required) in accordance with applicable relevant laws, regulations and the listing rules of the place where the Company is listed after repurchasing its H Shares.
The exercise in full of the Repurchase General Mandate (on the basis of 1,341,810,740 H Shares in issue (excluding any treasury shares) as at the Latest Practicable Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM and the Class Meetings) would result in
APPENDIX
EXPLANATORY STATEMENT
a maximum of 134,181,074 H Shares being repurchased by the Company during the Relevant Period, being the maximum of 10% of the total H Shares in issue (excluding any treasury shares) repurchased as at the date of passing the relevant resolution.
Funding of Repurchases
In repurchasing its H Shares, the Company intends to apply funds from the Company’s internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.
The Company is empowered by its Articles of Association to repurchase its H Shares. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of issue of new shares made for such purpose. The Company may not purchase securities on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange from time to time.
GENERAL INFORMATION
The Directors consider that there would not be a material adverse impact on the working capital or on the gearing position of the Company in the event that the Repurchase General Mandate is exercised in full at any time during the proposed repurchase period (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2024). However, the Directors do not propose to exercise the Repurchase General 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 of the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Board at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.
The Directors will exercise the powers of the Company to repurchase H Shares under the Repurchase General Mandate in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, where applicable. If the Company repurchases H Shares, the Company may cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase. Neither this explanatory statement nor the Repurchase General Mandate has any unusual features.
H SHARES PRICES
The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
APPENDIX
EXPLANATORY STATEMENT
| Highest HK$ | Lowest HK$ | |
|---|---|---|
| 2024 | ||
| May | 22.95 | 19.32 |
| June | 22.90 | 20.35 |
| July | 21.15 | 17.60 |
| August | 20.45 | 17.30 |
| September | 21.40 | 16.02 |
| October | 23.65 | 19.16 |
| November | 22.25 | 19.12 |
| December | 22.35 | 20.25 |
| 2025 | ||
| January | 21.35 | 19.44 |
| February | 20.70 | 19.30 |
| March | 20.20 | 17.88 |
| April | 18.66 | 16.74 |
| May (up to the Latest Practicable Date) | 18.76 | 17.86 |
H SHARES REPURCHASED BY THE COMPANY
No repurchase of H Shares has been made by the Company within 6 months preceding the date of the circular (whether on the Hong Kong Stock Exchange or otherwise).
DISCLOSURE OF INTERESTS
If as a result of repurchase of H Shares by the Company, a substantial shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or a group of shareholders acting in concert, could obtain or consolidate control of the Company or further become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, China National Pharmaceutical Group Co., Ltd. (“CNPGC”) held directly and indirectly through Sinopharm Industrial Investment Co., Ltd. (“Sinopharm Investment”) approximately 57.00% of the Company’s total registered capital, among which, Sinopharm Investment held directly approximately 50.36% of the Company’s total registered capital. Such interests in the Company are notifiable under Part XV of the SFO. In the event that the Board exercises in full the power to repurchase H Shares in accordance with the terms of the Repurchase General Mandate proposed at the AGM and the Class Meetings, the total interests of CNPGC and Sinopharm Investment in the total registered capital of the Company would be increased to approximately 59.56% and 52.62%, respectively. The Board is not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any purchases to be made under the Repurchase General Mandate. Moreover, the Board will not make H Share repurchase on the Hong Kong Stock Exchange if repurchase of H Shares would result in less than 25% of the total registered capital of the Company in the public hands.
- 14 -
APPENDIX
EXPLANATORY STATEMENT
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Hong Kong Listing Rules) presently intends to sell H Shares to the Company under the Repurchase General Mandate in the event that the Repurchase General Mandate is approved by the Shareholders and the conditions (if any) to which the Repurchase General Mandate are fulfilled.
The Company has not been notified by any core connected persons (as defined in the Hong Kong Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the Repurchase General Mandate is approved by the Shareholders and the conditions (if any) to which the Repurchase General Mandate are fulfilled.
- 15 -
NOTICE OF AGM
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)
(Stock Code: 01099)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2024 (the “AGM”) of Sinopharm Group Co. Ltd. (the “Company”) will be held at 9:00 a.m. on Thursday, 12 June 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the People’s Republic of China (the “PRC”), for the purpose of considering, and if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2024.
- To consider and approve the report of the supervisory committee of the Company (the “Supervisory Committee”) for the year ended 31 December 2024.
- To consider and approve the audited financial statements and the auditors’ report of the Company and its subsidiaries for the year ended 31 December 2024.
- To consider and approve the profit distribution plan and payment of the final dividend for the year ended 31 December 2024.
- To consider and authorize the Board to determine the remuneration of the directors of the Company (the “Directors”) for the year ending 31 December 2025.
- To consider and authorize the Supervisory Committee to determine the remuneration of the supervisors of the Company for the year ending 31 December 2025.
-
To consider and approve the appointment of Confucius International CPA Limited and Pan-China Certified Public Accountants LLP as the international auditor and the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to ratify and confirm their remunerations determined by the audit committee of the Board.
-
The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.
-
16 -
NOTICE OF AGM
-
To consider and approve the delegation of power of provision of guarantees for subsidiaries of the Company to the Board with an aggregate guarantee amount of not more than 30% of the latest audited total assets of the Company over a period of 12 months and a valid period from the date of approval of such resolution at the AGM till the date of next annual general meeting; and if the above delegation is not consistent with, collides with or conflicts with the requirements under the Rules Governing the Listing of Securities (the “Hong Kong Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) or other requirements of the Hong Kong Stock Exchange, the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange should be followed.
-
To consider and approve the appointment of Mr. Chen Weiru as an independent non-executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.
-
To consider and approve the appointment of Mr. Chen Yuqing as a non-executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.
SPECIAL RESOLUTIONS
- To consider and approve the granting of a general mandate to the Board to issue new shares:
“THAT:
(a) subject to sub-paragraphs (i) to (iii) below, the Board be and is hereby granted an unconditional general mandate to separately or concurrently allot, issue and/or deal with ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities (the “Domestic Shares”) and/or overseas-listed foreign invested ordinary shares of par value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (the “H Shares”), and to sell or transfer any treasury shares, and to make or grant offers, agreements or options (including bonds, warrants and securities or debentures convertible into shares), and rights to exchange or convert into shares in respect thereof:
(i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options (including bonds, warrants and securities or debentures convertible into shares), and rights to exchange or convert into shares which might require the exercise of such powers after the end of the Relevant Period;
(ii) the aggregate nominal amount of Domestic Shares and/or H Shares to be allotted, issued and/or dealt with or agreed conditionally or unconditionally to be issued, allotted and/or dealt with (whether pursuant to an option or otherwise, and including sale and transfer
- 17 -
NOTICE OF AGM
of treasury shares) by the Board shall not exceed 20% of the aggregate nominal amount of the existing issued shares of such class (excluding any treasury shares) as at the date on which this resolution is passed; and
(iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Hong Kong Listing Rules (as amended from time to time) and the requirements of the relevant PRC regulatory authorities;
(b) for the purpose of this resolution:
“Relevant Period” means the period from the date of passing this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(ii) the expiration of the 12-month period following the passing of this resolution; or
(iii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting; and
(c) contingent on the Board’s resolving to issue shares pursuant to sub-paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds, and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities and make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital of the Company and the new share capital structure of the Company.”
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
“THAT:
(a) in accordance with all applicable laws and regulations promulgated by the Chinese government or security regulatory authorities and the Hong Kong Stock Exchange and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of the H Shares in issue (excluding any treasury shares) as at the date when this resolution is passed;
(b) the Board be authorized to (including but not limited to the following):
NOTICE OF AGM
(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas;
(iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase;
(iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decides to cancel such repurchased H Shares; and
(v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.
(c) For the purposes of this special resolution, "Relevant Period" means the period from the passing of this special resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting or a special resolution of the class Shareholders at the respective class meeting."
By Order of the Board
Sinopharm Group Co. Ltd.
Zhao Bingxiang
Chairman
Shanghai, the PRC
22 May 2025
As at the date of this notice, the executive Directors are Mr. Lian Wanyong and Mr. Sun Jinglin; the non-executive Directors are Mr. Zhao Bingxiang, Mr. Chen Qiyu, Mr. Hu Ligang, Mr. Zu Jing, Mr. Xing Yonggang, Mr. Wen Deyong and Ms. Feng Rongli; and the independent non-executive Directors are Mr. Chen Fangruo, Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng and Mr. Shi Shenghao.
NOTICE OF AGM
Notes:
- For the purpose of holding the AGM, the register of members of the Company (the “Register of Members”) will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares can be registered.
In order to be qualified to attend and vote at the AGM, for holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 6 June 2025.
The Shareholders whose names appear on the Register of Members on Monday, 9 June 2025 are entitled to attend and vote at the AGM.
The Board has recommended a final dividend for the year ended 31 December 2024 of RMB0.68 per share (inclusive of tax) (the “Final Dividend”). If the resolution regarding the payment of the Final Dividend is approved by the Shareholders at the AGM, it is expected to be distributed no later than 12 August 2025 to the Shareholders whose names appear on the Register of Members on Monday, 23 June 2025.
For the purpose of the distribution of the Final Dividend, the Register of Members will be closed from Wednesday, 18 June 2025 to Monday, 23 June 2025 (both days inclusive) during which period no transfer of Shares will be registered.
In order to be qualified to receive the Final Dividend, for holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 17 June 2025.
-
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
-
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
-
In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or for the holders of Domestic Shares, to the office of the Company in the PRC not less than 24 hours before the time appointed for holding the AGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should you so wish.
-
Individual Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the AGM. If corporate Shareholders appoints authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the AGM.
-
The AGM is expected to take for less than half a day. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
-
Contact details of the office of the Company in the PRC are as follows:
Address: Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023, the PRC
Telephone No.: (86 21) 2305 2147
Fax No.: (86 21) 2305 2146
NOTICE OF H SHAREHOLDERS' CLASS MEETING
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)
(Stock Code: 01099)
NOTICE OF H SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVEN that the H shareholders' class meeting (the "H Shareholders' Class Meeting") of Sinopharm Group Co. Ltd. (the "Company") will be held at 10:00 a.m. (or immediately after the conclusion of the annual general meeting for the year 2024) on Thursday, 12 June 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the People's Republic of China (the "PRC"), for the purpose of considering, and if thought fit, passing the following resolution:
SPECIAL RESOLUTION
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
"THAT:
(a) in accordance with all applicable laws and regulations promulgated by the Chinese government or security regulatory authorities and the Hong Kong Stock Exchange and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of the H Shares in issue (excluding any treasury shares) as at the date when this resolution is passed;
(b) the Board be authorized to (including but not limited to the following):
(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas;
- The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd."
NOTICE OF H SHAREHOLDERS' CLASS MEETING
(iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase;
(iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decides to cancel such repurchased H Shares; and
(v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.
(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting or a special resolution of the class Shareholders at the respective class meeting.”
By Order of the Board
Sinopharm Group Co. Ltd.
Zhao Bingxiang
Chairman
Shanghai, the PRC
22 May 2025
As at the date of this notice, the executive Directors are Mr. Lian Wanyong and Mr. Sun Jinglin; the non-executive Directors are Mr. Zhao Bingxiang, Mr. Chen Qiyu, Mr. Hu Ligang, Mr. Zu Jing, Mr. Xing Yonggang, Mr. Wen Deyong and Ms. Feng Rongli; and the independent non-executive Directors are Mr. Chen Fangruo, Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng and Mr. Shi Shenghao.
Notes:
- The register of members of the Company will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares can be registered.
In order to be qualified to attend and vote at the H Shareholders’ Class Meeting, for holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 6 June 2025.
NOTICE OF H SHAREHOLDERS' CLASS MEETING
The H Shareholders whose names appear on the register of members of the Company on Monday, 9 June 2025 are entitled to attend and vote at the H Shareholders' Class Meeting.
-
Shareholders who are entitled to attend and vote at the H Shareholders' Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
-
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
-
In order to be valid, the proxy form must be deposited to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the H Shareholders' Class Meeting. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the H Shareholders' Class Meeting or any adjourned meetings should you so wish.
-
H Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the H Shareholders' Class Meeting. If corporate Shareholders appoint authorised representative to attend the H Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the H Shareholders' Class Meeting.
-
The H Shareholders' Class Meeting is expected to take for less than half a day. Shareholders attending the H Shareholders' Class Meeting shall be responsible for their own travel and accommodation expenses.
-
Contact details of the office of the Company in the PRC are as follows:
Address: Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023, the PRC
Telephone No.: (86 21) 2305 2147
Fax No.: (86 21) 2305 2146
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NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)
(Stock Code: 01099)
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVEN that the domestic shareholders' class meeting (the "Domestic Shareholders' Class Meeting") of Sinopharm Group Co. Ltd. (the "Company") will be held at 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 12 June 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the People's Republic of China (the "PRC"), for the purpose of considering, and if thought fit, passing the following resolution:
SPECIAL RESOLUTION
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
"THAT:
(a) in accordance with all applicable laws and regulations promulgated by the Chinese government or security regulatory authorities and the Hong Kong Stock Exchange and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of the H Shares in issue (excluding any treasury shares) as at the date when this resolution is passed;
(b) the Board be authorized to (including but not limited to the following):
(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas;
- The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd."
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
(iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase;
(iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decides to cancel such repurchased H Shares; and
(v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.
(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting or a special resolution of the class Shareholders at the respective class meeting.”
By Order of the Board
Sinopharm Group Co. Ltd.
Zhao Bingxiang
Chairman
Shanghai, the PRC
22 May 2025
As at the date of this notice, the executive Directors are Mr. Lian Wanyong and Mr. Sun Jinglin; the non-executive Directors are Mr. Zhao Bingxiang, Mr. Chen Qiyu, Mr. Hu Ligang, Mr. Zu Jing, Mr. Xing Yonggang, Mr. Wen Deyong and Ms. Feng Rongli; and the independent non-executive Directors are Mr. Chen Fangruo, Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng and Mr. Shi Shenghao.
Notes:
- The register of members of the Company will be closed from Monday, 9 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares can be registered.
In order to be qualified to attend and vote at the Domestic Shareholders’ Class Meeting, for holders of Domestic Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the office of the Company in the PRC at Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC, no later than 4:30 p.m. on Friday, 6 June 2025.
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
The Domestic Shareholders whose names appear on the register of members of the Company on Monday, 9 June 2025 are entitled to attend and vote at the Domestic Shareholders' Class Meeting.
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Shareholders who are entitled to attend and vote at the Domestic Shareholders' Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
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The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
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In order to be valid, the proxy form must be deposited to the office of the Company in the PRC not less than 24 hours before the time appointed for holding the Domestic Shareholders' Class Meeting. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Domestic Shareholders' Class Meeting or any adjourned meetings should you so wish.
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Domestic Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Domestic Shareholders' Class Meeting. If corporate Shareholders appoint authorised representative to attend the Domestic Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Domestic Shareholders' Class Meeting.
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The Domestic Shareholders' Class Meeting is expected to take for less than half a day. Shareholders attending the Domestic Shareholders' Class Meeting shall be responsible for their own travel and accommodation expenses.
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Contact details of the office of the Company in the PRC are as follows:
Address: Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023, the PRC
Telephone No.: (86 21) 2305 2147
Fax No.: (86 21) 2305 2146
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