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Sisram Medical Ltd Proxy Solicitation & Information Statement 2021

Oct 25, 2021

50098_rns_2021-10-25_1971178f-ddc6-432d-85a8-1b8ce4b7a35e.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Sisram Medical Ltd 復 醫療科技有限公司 *

(Incorporated in Israel with limited liability)

(Stock code: 1696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Sisram Medical Ltd (the “ Company ”) will be held at Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 30 November 2021 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular issued by the Company for the Meeting on 26 October 2021.

ORDINARY RESOLUTIONS

  1. To consider and, if thought fit, approve the proposed adoption of the 2021 RSU Scheme and the grant of a specific mandate to the Directors of the Company to issue and allot up to 22,107,780 Shares upon vesting of the RSUs to be granted under the 2021 RSU Scheme (the “ RSU Scheme Annual Mandate ”).

  2. To consider and, if thought fit, approve the proposed adoption of the Remuneration Policy for Directors and Officers.

  3. To consider and, if thought fit, approve the proposed grant of 220,000 RSUs to Mr. Yi LIU, Chairman and executive Director of the Company, in accordance with the terms of the 2021 RSU Scheme and the issue of corresponding number of Shares to Mr. Yi LIU upon vesting of the RSUs.

  4. To consider and, if thought fit, approve the proposed grant of 800,000 RSUs to Mr. Lior Moshe DAYAN, an executive Director and the Chief Executive Officer of the Company, in accordance with the terms of the 2021 RSU Scheme, and the issue of corresponding number of Shares to Mr. Lior Moshe DAYAN upon vesting of the RSUs.

  5. To consider and, if thought fit, approve the proposed grant of 80,000 RSUs to Mr. Guojun BU, an executive Director and the Chief Financial Officer of the Company, in accordance with the terms of the 2021 RSU Scheme, and the issue of corresponding number of Shares to Mr. Guojun BU upon vesting of the RSUs.

  6. To consider and, if thought fit, approve the proposed grant of 183,490 RSUs to Mr. Doron YANNAI, a vice president of the Company and a director of the Company’s subsidiaries, in accordance with the terms of the 2021 RSU Scheme, and the issue of corresponding number of Shares to Mr. Doron YANNAI upon vesting of the RSUs.

On behalf of the Board Sisram Medical Ltd 復 醫療科技有限公司 * Yi LIU Chairman

Hong Kong, 26 October 2021

  • for identification purpose only

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Notes:

  1. All resolutions at the Meeting will be taken by a poll pursuant to the articles of association and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy (or more than one proxy if he/she holds more than one share) to attend and on a poll, vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. In case of a poll every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 3:00 p.m. on Sunday, 28 November 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. The register of members of the Company will be closed from Thursday, 25 November 2021 to Tuesday, 30 November 2021 (both dates inclusive). In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Wednesday, 24 November 2021.

  5. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Meeting arrangements at short notice. Shareholders of the Company should check the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.com.hk) and the Company (www.sisram-medical.com) for future announcements and updates on the Meeting arrangements.

  6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this announcement, the board of directors of the Company comprises Mr. Yi LIU, Mr. Lior Moshe DAYAN and Mr. Guojun BU as executive directors; Mr. Yifang WU, Mr. Yao WANG and Ms. Rongli FENG as non-executive directors; Mr. Heung Sang Addy FONG, Mr. Chi Fung Leo CHAN, Ms. Jenny CHEN and Mr. Kai Yu Kenneth LIU as independent non-executive directors.

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