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Sinopharm Tech Holdings Limited Proxy Solicitation & Information Statement 2024
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sinopharm Tech Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.
Sinopharm Tech Holdings Limited
國藥科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8156)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of the Company to be held at Units 1302-3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Wednesday, 15 January 2025 at 11:00 a.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.
This circular will remain on the "Latest Listed Company Information" page of the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the website of the Company at http://www.sinopharmtech.com.hk.
24 December 2024
CHARACTERISTICS OF GEM
GEM of the Stock Exchange (“GEM”) has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Characteristics of GEM ... i
Definitions ... 1
Letter from the Board
- Introduction ... 3
- General Mandate to Issue Shares and to Repurchase Shares ... 4
- Re-election of Retiring Directors ... 5
- Annual General Meeting ... 5
- Responsibility Statement ... 6
- Recommendations ... 6
Appendix I — Explanatory Statement on Repurchase Mandate ... 7
Appendix II — Details of Directors Proposed to be Re-elected ... 11
Notice of Annual General Meeting ... 13
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" the annual general meeting of the Company to be held at Units 1302–3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Wednesday, 15 January 2025 at 11:00 a.m., notice of which is set out in this circular
"Articles of Association" the articles of association of the Company (as amended from time to time), and "Article" shall mean an article thereof
"Board" the board of Directors
"close associate(s)" has the meaning ascribed thereto under the GEM Listing Rules
"Company" Sinopharm Tech Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM
"Director(s)" the director(s) of the Company
"GEM" GEM of the Stock Exchange
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time
"Group" the Company and its subsidiaries from time to time
"HK$" Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" The Hong Kong Special Administrative Region of the PRC
"Issuance Mandate" has the meaning ascribed to it under paragraph 2.1 of the Letter from the Board
"Latest Practicable Date" 20 December 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"PRC" The People's Republic of China, which for the purpose of this circular, shall exclude Hong Kong, Macau Special Administrative Region and Taiwan
"Repurchase Mandate" has the meaning ascribed to it under paragraph 2.2 of the Letter from the Board
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
– 1 –
- 2 -
DEFINITIONS
"Share(s)"
ordinary share(s) of HK$0.0125 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs
"%"
per cent.
If there is any inconsistency in this circular between the Chinese and English versions, the English version shall prevail.
LETTER FROM THE BOARD
Sinopharm Tech Holdings Limited
國藥科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8156)
Executive Directors:
Mr. HO Kam Kin
Ms. KWOK Shuk Yi
Non-executive Director:
Dr. CHENG Yanjie
Independent Non-executive Directors:
Mr. LAU Fai Lawrence
Mr. HSU Dong An
Mr. HEUNG Pik Lun
Registered office:
Third Floor, Century Yard
Cricket Square, P.O. Box 902
Grand Cayman, KY1-1103
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit 1802, 18/F,
Ruttonjee House, Ruttonjee Centre
11 Duddell Street, Central
Hong Kong
24 December 2024
To the Shareholders:
Dear Sir/Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide Shareholders with information relating to the resolutions to be proposed at the AGM for (i) the granting of the general mandates to issue Shares and to repurchase Shares; (ii) the re-election of retiring Directors; and (iii) the notice of the AGM.
LETTER FROM THE BOARD
2. GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES
At the AGM, separate ordinary resolutions will be proposed to seek the approval of the Shareholders to grant the Directors the general mandates to issue Shares and to repurchase Shares.
2.1 General Mandate to Issue Shares
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the Issuance Mandate) to allot, issue and deal with unissued Shares or underlying Shares of the Company (other than by way of rights or pursuant to a share option scheme of the Company or pursuant to any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividends on Shares in accordance with the Articles of Association) or make or grant offers, agreements, share options and warrants which might require the exercise of such power, of up to 20% of the total number of issued Shares as at the date of granting of the Issuance Mandate.
In addition, a separate ordinary resolution will further be proposed for extending the Issuance Mandate authorizing the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 633,693,055 Shares in issue. Subject to the passing of the resolutions for the approval of the Issuance Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to allot, issue and deal with a maximum number of 126,738,611 Shares under the Issuance Mandate.
2.2 General Mandate to Repurchase Shares
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of up to 10% of the total number of issued Shares as at the date of granting of the Repurchase Mandate.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to repurchase a maximum number of 63,369,305 Shares under the Repurchase Mandate.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
LETTER FROM THE BOARD
The Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Issuance Mandate (including the extended Issuance Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 116 of the Articles of Association, Mr. HO Kam Kin and Ms. KWOK Shuk Yi will retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.
Information of these retiring Directors required to be disclosed by the GEM Listing Rules is set out in Appendix II of this circular.
4. ANNUAL GENERAL MEETING
The resolutions to be proposed at the forthcoming AGM are set out in full in the notice of the AGM on pages 13 to 16 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
If you intend to appoint a proxy to attend the AGM, you are requested to complete the proxy form and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Standard Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournments thereof if you so wish.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the 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. Therefore, all resolutions set out in the notice of AGM will be voted by way of poll at the AGM. The Company will announce the results of poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
LETTER FROM THE BOARD
5. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, 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.
6. RECOMMENDATIONS
The Directors consider the proposed grant of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate; and the proposed re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board of
Sinopharm Tech Holdings Limited
國藥科技股份有限公司
HO Kam Kin
Executive Director
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you for consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for granting the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued Share capital of the Company comprised 633,693,055 Shares.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and, on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 63,369,305 Shares, representing 10% of the total number of issued Shares of the Company as at the date of passing of the resolution.
- REASONS FOR REPURCHASE OF SHARES
The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.
- EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 30 June 2024) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
5. DISCLOSURE OF INTERESTS
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 GEM Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.
6. DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.
7. TAKEOVERS CODE
If, as a result of a repurchase of Shares, pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within that term's meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the following Shareholders were interested in 5% or more of the issued Share capital of the Company. In the event that the Repurchase Mandate is exercised in full and there is no change in the number of Shares held by them after the Repurchase Mandate is exercised, the interest of such Shareholders will be increased to approximately the percentage set out as follows:
| Name of Substantial Shareholders | Capacity | Number of Shares held | Approximate percentage of the shareholding | Approximate percentage of the shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|---|
| Integrated Asset Management (Asia) Limited (“Integrated Asset”) & its concert parties (Note 1) | Beneficial Owner | 321,694,520 (L) | 50.77% | 56.41% |
| Quantum Worldwide Investment Limited (“Quantum”) & its concert parties (Note 2) | Beneficial Owner | 150,000,000 (L) | 23.67% | 26.30% |
L denotes long position
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
Notes:
- Integrated Asset was wholly owned by Mr. YAM Tak Cheung.
- Quantum was wholly owned by Mr. YAM Tak Cheung.
Save as aforesaid and based on information known to the Latest Practicable Date, the Directors are not aware of any consequences of such repurchases of Shares that would result in the above substantial Shareholders or any other Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code if the Repurchase Mandate was exercised in full. Nevertheless, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances trigger off any potential consequences under the Takeovers Code.
Furthermore, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholders or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.
- SHARE REPURCHASED BY THE COMPANY
During the six months preceding the Latest Practicable Date, there was no repurchase of Shares by the Company (whether on the Stock Exchange or otherwise).
- CONNECTED PERSON
No core connected persons (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2023 | | |
| December | 0.149 | 0.121 |
| 2024 | | |
| January | 0.145 | 0.112 |
| February | 0.126 | 0.115 |
| March | 0.152 | 0.112 |
| April | 0.123 | 0.089 |
| May | 0.157 | 0.095 |
| June | 0.135 | 0.093 |
| July | 0.123 | 0.096 |
| August | 0.109 | 0.070 |
| September | 0.098 | 0.075 |
| October | N/A | N/A |
| November | N/A | N/A |
| December (up to the Latest Practicable Date) | N/A | N/A |
- Trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on Wednesday, 2 October 2024 pending the publication of the Company's annual results announcement for the year ended 30 June 2024.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Information of the Directors, who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, as at the Latest Practicable Date is set out below:
(1) MR. HO KAM KIN
Mr. HO Kam Kin, aged 47, is an executive director, the Group chief financial officer, company secretary, authorized representative and compliance officer of the Company. He is also a director of subsidiaries of the Company. Mr. HO joined the Group in September 2016. He is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. He obtained a Bachelor of Arts Degree in Accountancy and Master Degree of Corporate Finance from The Hong Kong Polytechnic University. Mr. HO held senior accounting positions in a number of companies listed on the Stock Exchange and worked in international audit firms. He has over 22 years of experience in corporate finance, financial reporting and financial management. Prior to joining the Company, he was the financial controller and company secretary of Great China Holdings (Hong Kong) Limited (Stock code: 21.HK), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited.
Save as disclosed above, Mr. HO (i) did not hold any directorship in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders (as defined in the GEM Listing Rules) of the Company nor did he hold any position in the Company or any of its subsidiaries.
Mr. HO has not entered into any service contract for his duties as the executive Director with the Company. He is entitled to receive an annual salary of HK$1,112,400 and an annual director's fee of HK$60,000 which were determined by the Board based on recommendation of the remuneration committee of the Company and with reference to his relevant roles, duties and responsibilities in the Company, the prevailing market conditions and the Company's performance. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association.
As at the Latest Practicable Date, Mr. HO was interested in 1,600,000 share options of the Company granted by the Company on 28 December 2022 under the share option scheme adopted by the Company on 9 June 2021. Save as disclosed above, Mr. HO did not hold any interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
(2) MS. KWOK SHUK YI
Ms. KWOK Shuk Yi, aged 48, is an executive director, the director of Group human resources and public relations and authorised representative of the Company. She is also a member of the nomination committee of the Company. Ms. KWOK joined the Group in July 2008. She holds a bachelor’s degree in Human Resources Management from The Royal Melbourne Institute of Technology University in Australia and graduated with distinction. She has over 22 years of experience in human resources management in Hong Kong listed companies, China and overseas investment companies. In the Group, in addition to being responsible for human resources and administration management, she has also expanded the management scope to business-related public relations in recent years. In the future, she will be involved more in management of the Group’s business strategies and overall operations.
Save as disclosed above, Ms. KWOK (i) did not hold any directorship in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders (as defined in the GEM Listing Rules) of the Company nor did she hold any position in the Company or any of its subsidiaries.
Ms. KWOK has not entered into any service contract for her duties as the executive Director with the Company. She is entitled to receive an annual salary of HK$648,000 and an annual director’s fee of HK$60,000 which were determined by the Board based on recommendation of the remuneration committee of the Company and with reference to her relevant roles, duties and responsibilities in the Company, the prevailing market conditions and the Company’s performance. She is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association.
As at the Latest Practicable Date, Ms. KWOK was interested in 1,600,000 share options of the Company granted by the Company on 28 December 2022 under the share option scheme adopted by the Company on 9 June 2021. Save as disclosed above, Ms. KWOK did not hold any interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.
There is no information relating to the above retiring Directors that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
Sinopharm Tech Holdings Limited
國藥科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8156)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Sinopharm Tech Holdings Limited (the “Company”) will be held at Units 1302–3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Wednesday, 15 January 2025 at 11:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive and consider the audited consolidated financial statements, the directors’ report and independent auditors’ report of the Company for the year ended 30 June 2024;
-
(a) To re-elect Mr. HO Kam Kin as an executive director;
(b) To re-elect Ms. KWOK Shuk Yi as an executive director; and
(c) To authorize the board of directors (the “Board” or the “Directors”) to fix the Directors’ remuneration;
-
To re-appoint SFAI (HK) CPA Limited as auditors of the Company and to authorize the Board to fix their remuneration;
-
To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “GEM Listing Rules”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “Shares”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(aa) 20 per cent. of the total number of Shares in issue on the date of the passing of this resolution; and
(bb) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the total number of any Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of Shares in issue on the date of the passing of resolution no. 5),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Companies Act") or any other applicable laws of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).
- to, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act or any other applicable laws of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
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NOTICE OF ANNUAL GENERAL MEETING
- to, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:
“THAT the Directors be and are hereby authorized to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the Share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”
By order of the Board
Sinopharm Tech Holdings Limited
國藥科技股份有限公司
HO Kam Kin
Executive Director
Hong Kong, 24 December 2024
Registered office:
Third Floor, Century Yard
Cricket Square, P.O. Box 902
Grand Cayman, KY1-1103
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit 1802, 18/F,
Ruttonjee House, Ruttonjee Centre
11 Duddell Street, Central
Hong Kong
Notes:
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A shareholder of the Company entitled to attend and vote at the AGM (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A form of proxy for use at the AGM is enclosed.
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In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish and in such event, the proxy shall be deemed to be revoked.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.
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