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Sisram Medical Ltd — Proxy Solicitation & Information Statement 2025
May 20, 2025
50098_rns_2025-05-20_d8e95674-4180-457b-8639-db70b07b8b7b.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sisram Medical Ltd, you should at once hand this circular, together with the enclosed 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.
Sisram Medical Ltd
復鋭醫療科技有限公司*
(Incorporated in Israel with limited liability)
(Stock Code: 1696)
PROPOSED RE-ELECTION OF DIRECTORS AND
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
NO serving of food and handing out of corporate gifts, gift coupons or cake vouchers.
The notice convening the annual general meeting of Sisram Medical Ltd to be held at Boardroom 3-4, M/F, Hong Kong Convention And Exhibition Centre, 1 Harbour Road, Wan Chai, Hong Kong on Tuesday, 24 June 2025 at 2:00 p.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Sunday, 22 June 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sisram-medical.com).
References to time and dates in this circular are to Hong Kong time and dates.
- For identification purpose only
21 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Directors 4
- Proposed Granting of General Mandate to Buy Back Shares 5
- Proposed Granting of General Mandate to Issue Shares 5
- Annual General Meeting and Proxy Arrangement 6
- Notice to Shareholders Who Hold Shares Registered in Their Own Names 6
- Recommendation 7
- Responsibility Statement 8
Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 9
Appendix II — Explanatory Statement on the Share Buy-back Mandate 16
Notice of Annual General Meeting 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at Boardroom 3-4, M/F, Hong Kong Convention And Exhibition Centre, 1 Harbour Road, Wan Chai, Hong Kong on 24 June 2025 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the Annual General Meeting which is set out on pages 19 to 22 of this circular, or any adjournment thereof
“Articles of Association”
the articles of association of the Company currently in force
“Board”
the board of Directors
“CCASS”
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“Company”
Sisram Medical Ltd 復銳醫療科技有限公司*, a company incorporated in Israel with limited liability, the Shares of which are listed on the main board of the Stock Exchange
“Director(s)”
the director(s) of the Company
“External Director(s)”
Director(s) appointed as an external director(s) of the Company under the Israeli Companies Law
“Fosun Pharma”
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* 上海復星醫藥(集團)股份有限公司, a joint stock company established in the PRC with limited liability, the H shares and A shares of which are listed and traded on the main board of the Stock Exchange (stock code: 2196) and the Shanghai Stock Exchange (stock code: 600196), respectively
“Fosun Pharma Group”
Fosun Pharma and its subsidiaries, which for the purpose of this circular only, excluding the Group
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Israeli Companies Law”
the Companies Law 5759-1999 of Israel, effective from 1 February 2000, as amended from time to time, and the regulations promulgated thereunder
- 1 -
DEFINITIONS
| “Issuance Mandate” | a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting |
|---|---|
| “Latest Practicable Date” | 13 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time |
| “PRC” | the People’s Republic of China, which for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of NIS0.01 each in the issued capital of the Company |
| “Share Buy-back Mandate” | a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “substantial shareholder” | has the meaning ascribed to it in the Listing Rules |
| “Takeovers Code” | The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time |
| “treasury shares” | has the meaning ascribed to it in the Listing Rules |
- For identification purpose only
LETTER FROM THE BOARD
Sisram Medical Ltd
復鋭醫療科技有限公司*
(Incorporated in Israel with limited liability)
(Stock Code: 1696)
Executive Directors:
Mr. Yi LIU (Chairman)
Mr. Lior Moshe DAYAN (Chief Executive Officer)
Mr. Jiahong LI (Chief Financial Officer)
Non-executive Directors:
Mr. Yifang WU
Ms. Rongli FENG
Independent Non-executive Directors:
Mr. Heung Sang Addy FONG
Mr. Chi Fung Leo CHAN
Ms. Jenny CHEN
Mr. Kai Yu Kenneth LIU
Headquarters, Registered Office and
Principal Place of Business in Israel:
Ofek Building 15
HaHarash Street 18
Industrial Park
Caesarea 3079895
Israel
Principal Place of
Business in Hong Kong:
Room 1917, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
21 May 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.
- For identification purpose only
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 41(c) of the Articles of Association, the Directors (other than any External Directors) shall be divided by the Board into three groups, designated as group I, group II and group III. Each group of Directors shall consist, as nearly as possible as determined by the Board, of one-third of the total number of Directors constituting the entire Board (excluding the External Directors). The first term of office of the group I Directors shall expire at the annual general meeting occurring in 2018; the first term of office of the group II Directors shall expire at the annual general meeting in 2019; and the first term of office of the group III Directors shall expire at the annual general meeting in 2020. Any Director whose term has expired (upon the expiry of the term of such Director's group) may be re-elected to the Board. At each annual general meeting, election or re-election of Directors following the expiration of the term of office of the Directors of a certain group, will be for a term of office that expires on the third annual general meeting next succeeding such election or re-election, such that from 2018 and forward, each year the term of office of only one group of Directors will expire (i.e. the term of office of Group I will initially expire at the annual general meeting held in 2018 and thereafter at 2021, 2024 etc.).
The Board shall have power to fill casual vacancy or appoint additional Director and any such Director appointed by the Board shall be placed in a group of Directors so that all groups are as nearly equal as possible. A Director so appointed will hold office until the next annual general meeting and shall be eligible for re-election pursuant to Article 41(g) of the Articles of Association for a term of office equal to the remaining period of the term of office of the Director whose office has been vacated or the term of office as designated by the Board in respect of the group in which such Director shall be placed (as the case may be).
On 19 March 2025, Mr. Jiahong LI has been appointed as an executive Director. In accordance with the Articles of Association, Mr. Jiahong LI will retire and being eligible, offer himself for re-election at the Annual General Meeting.
In accordance with Articles 41(c) of the Articles of Association, Mr. Yi LIU, Ms. Rongli FENG and Ms. Jenny CHEN, being the group II Directors, will retire and being eligible, offer themselves for re-election at the Annual General Meeting for a term of office expiring on the third annual general meeting next succeeding such re-election.
The nomination committee of the Company (the "Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the abovementioned Directors who will retire and be re-elected at the Annual General Meeting ("Retiring Directors") with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy, Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on the re-election of all the Retiring Directors.
- 4 -
LETTER FROM THE BOARD
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES
At the annual general meeting of the Company held on 24 June 2024, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 46,834,309 Shares on the basis that the issued share capital of the Company (excluding treasury shares) remains unchanged on the date of the Annual General Meeting).
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.
Under the existing Listing Rules, if the Company purchases any Shares pursuant to the Share Buy-back Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be made pursuant to the terms of the Issuance Mandate and in accordance with the Listing Rules and applicable laws and regulations of Israel.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 24 June 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into Shares) of not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting (i.e. a total of 93,668,618 Shares on the basis that the issued share capital of the Company (excluding treasury shares) remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 22 of this circular.
Pursuant to Rule 13.39(4) of the 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. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sisram-medical.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, 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 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 as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Sunday, 22 June 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
6. NOTICE TO SHAREHOLDERS WHO HOLD SHARES REGISTERED IN THEIR OWN NAMES
Under the Israeli Companies Law, the Company is required to file a report with the Israeli Companies Registrar containing certain information on the Shareholders whose names appear on the register of members of the Company (that is, HKSCC Nominees Limited and Shareholders who have requested physical share certificates).
LETTER FROM THE BOARD
Solely for the purpose of enabling the Company to comply with the above reporting obligation, Shareholders and investors who acquire Shares following the listing of the Shares on the Stock Exchange and, if not already registered in their own names should, if not already provided, provide the following information to the Company's Hong Kong share registrar as soon as practicable following registration of their Shares:
(1) For Individuals
Please provide your passport number (or your identity card number if you do not hold a passport) and a notarized copy of your passport or identity card (as the case may be).
(2) For Corporations
Please provide the company number (as stated in the company's certificate of incorporation) and a notarized copy of the company's certificate of incorporation and a notarized copy of the company's certificate of good standing (if available) or an equivalent document.
If any of the above documents are not in English or Hebrew, the above documents should be accompanied by a notarized translation in English or Hebrew. Documents can be notarized by a notary public or by the Israeli Diplomatic or Consulate representative in the relevant jurisdiction where you are resident or located.
If you have any questions regarding the documents to be provided, please contact the Company's Hong Kong share registrar at the address and telephone number stated below:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Hotline number: +852 2862 8555
Website: www.computershare.com/hk/contact
- RECOMMENDATION
The Directors consider that the resolutions proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions proposed at the Annual General Meeting.
LETTER FROM THE BOARD
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.
Yours faithfully,
On behalf of the Board
Sisram Medical Ltd
復銳醫療科技有限公司*
Yi LIU
Chairman
-
For identification purpose only
-
8 -
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) Mr. Yi LIU ("Mr. LIU")
Position and Experience
Mr. Yi LIU (劉毅), aged 49, was appointed as the chairman of the Board and an executive Director on 14 April 2016.
Mr. LIU joined the Group in April 2016 and has served as a Director since then. Mr. LIU was the chief technology officer of the medical devices division of Fosun Pharma from November 2015 to December 2016, vice president of Fosun Pharma from January 2017 to December 2021, and has been a senior vice president of Fosun Pharma since January 2022.
Prior to joining the Fosun Pharma Group, Mr. LIU served as a civil servant at the State Food and Drug Administration of China from July 2000 to August 2004. He served as deputy head of the Beijing Medical Equipment Laboratory* (北京市醫療器械檢驗所) from September 2004 to May 2007 and was responsible for the quality system management and regulatory matters with the State Food and Drug Administration of China. He served as the head of that laboratory from May 2007 to November 2015 and was responsible for the overall management of the institute, including strategic planning, government relations and regulatory matters.
Mr. LIU obtained a bachelor's degree of Engineering from Beijing Institute of Technology (北京理工大學) in the PRC in July 1998. He graduated from the Chinese Academy of Governance (國家行政學院) in the PRC in July 2000 and obtained a master's degree in Management from Peking University (北京大學) in the PRC in January 2006. He received his ph. D. degree in biomedical engineering from Beihang University (北京航空航天大學) in June 2021.
Save as disclosed above, Mr. LIU does not hold any position with the other members of the Group and did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
Length of service
Mr. LIU has renewed his letter of appointment with the Company for a period commencing from 20 August 2023 and will continue thereafter unless terminated by either party giving to other three months' written notice in advance, subject to the provision of retirement and rotation of Directors under the Articles of Association.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationships
Save as disclosed above, as far as the Directors are aware, Mr. LIU does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. LIU was interested in the following shares or registered capital of the Company and its associated corporation pursuant to Part XV of the SFO:
(i) 195,000 Shares, representing 0.04% of the issued share capital of the Company held in his personal capacity.
(ii) 20,000 H shares of Fosun Pharma, a controlling shareholder of the Company, representing 0.004% of the issued share capital (H shares) of Fosun Pharma held in his personal capacity.
(iii) 31,356 A shares of Fosun Pharma, a controlling shareholder of the Company, representing 0.001% of the issued share capital (A shares) of Fosun Pharma held in his personal capacity.
Save as disclosed above, Mr. LIU was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the terms of the letter of appointment entered into between Mr. LIU and the Company, Mr. LIU will not receive any remuneration from the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
As far as the Directors are aware, there is no information which is disclosable nor is Mr. LIU involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. LIU that need to be brought to the attention of the Shareholders.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(2) Ms. Rongli FENG (“Ms. FENG”)
Position and Experience
Ms. Rongli FENG (馮蓉麗), aged 48, was appointed as a non-executive Director on 20 August 2020.
Ms. FENG is currently the Executive President, Chief Human Resources Officer (CHO) and General Manager of Human Resources Department of Fosun Pharma. From April 2020 to March 2021, she served as Vice President and General Manager of Human Resources Department of Fosun Pharma. From July 2018 to April 2020, she served as the deputy chief human resources officer of Fosun High Tech and the managing director of human resources of Shanghai Fosun Venture Capital Management Co., Ltd. Ms. FENG is also a supervisor of Shanghai Henlius Biotech, Inc. (上海復宏漢霖生物技術股份有限公司) (the shares of which are listed on the Stock Exchange (stock code: 2696)) and a non-executive director of Sinopharm Group Co. Ltd. (國藥控股股份有限公司) (the shares of which are listed on the Stock Exchange (stock code: 1099)). Previously, Ms. FENG served as a human resources supervisor of Sealed Air Packaging (Shanghai) Co., Ltd. (希悦爾包裝(上海)有限公司) from July 1996 to May 2000, a human resources manager of Grundfos Pumps (Shanghai) Co., Ltd. (格蘭富水泵(上海)有限公司) from May 2000 to November 2002, the Asia-Pacific human resources manager of Emerson Electric (China) Investment Co., Ltd. (艾默生電氣(中國)投資有限公司) from November 2002 to July 2006, the China human resources planning manager of Dow Chemical (China) Co., Ltd. (陶氏化學(中國)有限公司) from August 2006 to November 2009, the director of human resources of Shanghai Roche Pharmaceutical Co., Ltd.* (上海羅氏製藥有限公司) from November 2009 to January 2015, and the senior director of human resources at F. Hoffmann-La Roche AG from February 2015 to July 2018.
Ms. FENG graduated from Shanghai University in China with a major in Microcomputer Application in July 1996. In February 2002, she obtained a master's degree in Business Administration from Columbia Southern University in the United States through long distance learning.
Save as disclosed above, Ms. FENG does not hold any position with the other members of the Group and did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
Length of service
Ms. FENG has renewed her letter of appointment with the Company commencing from 20 August 2023 and will continue thereafter unless terminated by either party giving to each other three months' written notice in advance, subject to the provision of retirement and rotation of Directors under the Articles of Association.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationships
Save as disclosed above, as far as the Directors are aware, Ms. FENG does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Ms. FENG was interested in 82,465 A shares of Fosun Pharma, a controlling shareholder of the Company, representing 0.004% of the issued share capital (A shares) of Fosun Pharma held in her personal capacity.
Save as disclosed above, Ms. FENG was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the terms of the letter of appointment entered into between Ms. FENG and the Company, Ms. FENG will not receive any remuneration from the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
As far as the Directors are aware, there is no information which is disclosable nor is Ms. FENG involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. FENG that need to be brought to the attention of the Shareholders.
(3) Ms. Jenny CHEN ("Ms. CHEN")
Position and Experience
Ms. Jenny CHEN (陳怡芳), aged 45, was appointed as an independent non-executive Director of the Company on 30 August 2017.
Ms. CHEN has more than 20 years' experience in the legal profession. She co-founded CFN Lawyers, a Hong Kong law firm in January 2013 and is currently a partner of the firm. Prior to that, she worked as a corporate associate in Maples and Calder (Hong Kong) LLP from January 2012 to January 2013, an associate general counsel of American International Assurance Company, Limited from September 2009
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
to May 2011, and a corporate associate in DLA Piper Hong Kong from July 2006 to September 2009. She also worked at Woo Kwan Lee & Lo from July 2002 to June 2006 with her last position as an assistant solicitor.
Ms. CHEN obtained her LL.B degree from the Law School of the University of Hong Kong in November 2001 and completed her Postgraduate Certificate in Laws (PCLL) at the same university in June 2002.
Ms. CHEN was admitted to practice as a solicitor in Hong Kong in September 2004 and a solicitor in England and Wales in September 2005, respectively.
Save as disclosed above, Ms. CHEN does not hold any position with the other members of the Group and did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
Length of service
Ms. CHEN has renewed her letter of appointment with the Company commencing from 20 August 2023 and will continue thereafter unless terminated by either party giving to each other three months' written notice in advance, subject to the provision of retirement and rotation of Directors under the Articles of Association.
Relationships
Save as disclosed above, as far as the Directors are aware, Ms. CHEN does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Ms. CHEN was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the terms of the letter of appointment entered into between Ms. CHEN and the Company, Ms. CHEN will receive an annual director's fee of HK$252,000 from the Company.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
As far as the Directors are aware, there is no information which is disclosable nor is Ms. CHEN involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. CHEN that need to be brought to the attention of the Shareholders.
(4) Mr. Jiahong LI ("Mr. LI")
Position and Experience
Mr. Jiahong LI (李家宏), aged 46, was appointed as an executive Director of the Company on 19 March 2025.
Mr. LI joined the Group as the chief financial officer of the Company on 29 October 2024. He is responsible for the financial operation as well as financing and investment activities of the Group. Mr. LI holds a master of business administration from National University of Singapore and a bachelor of economics from University of International Business & Economics, China. Mr. LI is a Certified Management Accountant of the United States, a Chartered Global Management Accountant and a fellow of the Chartered Institute of Management Accountants of the United Kingdom, the Institute of Public Accountant of Australia, and the Institute of Financial Accountants of the United Kingdom. He has over 25 years of experience in financial management, strategy formulation and execution, and M&A gained from Fortune 500 multinational and leading start-up companies in Telecom, Consumer Care and Healthcare industry. Prior to joining the Group, Mr. LI was the Executive Director, Vice President and Head of Finance and Government Affairs of EdiGene Inc from 2021 to 2024, the Chief Financial Officer of Varian Medical Systems Asia Pacific from 2013 to 2021, the Regional Finance Controller of Johnson & Johnson Asia Pacific from 2010 to 2013 and served various financial roles at Motorola from 2000 to 2010.
Save as disclosed above, Mr. LI does not hold any position with the other members of the Group and did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
Length of service
Mr. LI has entered into a letter of appointment with the Company for a period commencing from 19 March 2025 and will continue thereafter unless terminated by either party giving to each other three months' written notice in advance, subject to the provision of retirement and rotation of Directors under the Articles of Association.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationships
Save as disclosed above, as far as the Directors are aware, Mr. LI does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. LI was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the terms of the letter of appointment entered into between Mr. LI and the Company, Mr. LI will not receive any remuneration from the Company for acting as an executive Director.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
As far as the Directors are aware, there is no information which is disclosable nor is Mr. LI involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. LI that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 468,343,092 Shares.
Subject to the passing of the ordinary resolution set out in item 7 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 468,343,092 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 46,834,309 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting.
- REASONS FOR SHARE BUY-BACK
The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.
Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.
- FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with its Articles of Association, the laws of Israel and/or any other applicable laws, as the case may be.
- IMPACT OF SHARE BUY-BACK
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 accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back 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 which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| April | 3.83 | 2.96 |
| May | 4.49 | 3.70 |
| June | 4.00 | 3.43 |
| July | 3.67 | 2.91 |
| August | 3.36 | 2.75 |
| September | 4.17 | 3.13 |
| October | 4.95 | 3.34 |
| November | 3.77 | 3.16 |
| December | 3.90 | 3.30 |
| 2025 | ||
| January | 3.84 | 3.36 |
| February | 4.31 | 3.31 |
| March | 5.20 | 3.86 |
| April | 5.45 | 3.91 |
| May (up to the Latest Practicable Date) | 4.32 | 3.99 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Israel.
To the best of the knowledge of the Directors, neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
7. TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Fosun International Holdings Ltd. ("Fosun"), through its subsidiaries, controls the exercise of voting rights in respect of a total of 334,504,800 Shares, representing approximately 71.42% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the shareholdings held by the members of the concert party group would be changed as follows:
| Number of Shares held | Percentage of shareholdings before exercise of Share Buy-back Mandate in full | Percentage of shareholdings after exercise of Share Buy-back Mandate in full | |
|---|---|---|---|
| Chindex Medical Limited | 127,318,640 | 27.18% | 30.21% |
| Ample Up Limited | 207,186,160 | 44.24% | 49.15% |
| Total | 334,504,800 | 71.42% | 79.36% |
Accordingly, as the aggregate shareholding in the Company held by Fosun exceeds 50%, exercise of the Share Buy-back Mandate should, subject to the specific circumstances in the particular case, not result in a mandatory offer obligation upon Fosun under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE BUY-BACK MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).
NOTICE OF ANNUAL GENERAL MEETING
Sisram Medical Ltd
復鋭醫療科技有限公司*
(Incorporated in Israel with limited liability)
(Stock Code: 1696)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Sisram Medical Ltd (the “Company”) will be held at Boardroom 3–4, M/F, Hong Kong Convention And Exhibition Centre, 1 Harbour Road, Wan Chai, Hong Kong on Tuesday, 24 June 2025 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
NO serving of food and handing out of corporate gifts, gift coupons or cake vouchers.
ORDINARY RESOLUTIONS
- To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2024.
- To re-elect Mr. Yi LIU as an executive director of the Company.
- To re-elect Ms. Rongli FENG as a non-executive director of the Company.
- To re-elect Ms. Jenny CHEN as an independent non-executive director of the Company.
- To re-elect Mr. Jiahong LI as an executive director of the Company.
- To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
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“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy-back its shares in accordance with all applicable laws, rules and regulations; -
For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from 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 or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- “THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and awards which might require the exercise of such powers (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into the shares of the Company) during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise or vesting of options or awards under a share scheme of the Company which complies with the Listing Rules; and
NOTICE OF ANNUAL GENERAL MEETING
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from 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 or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and applicable laws and regulations.”
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“THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 7 of the
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NOTICE OF ANNUAL GENERAL MEETING
Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
On behalf of the Board
Sisram Medical Ltd
復銳醫療科技有限公司*
Yi LIU
Chairman
Hong Kong, 21 May 2025
Notes:
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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.
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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.
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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 2:00 p.m. on Sunday, 22 June 2025 (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.
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The register of members of the Company will be closed from Thursday, 19 June 2025 to Tuesday, 24 June 2025 (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, 18 June 2025.
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References to time and dates in this notice are to Hong Kong time and dates.
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No corporate gifts, gift coupons or cake vouchers will be distributed to the shareholders of the Company or their proxies who attend the Meeting and no food will be served at the meeting venue.
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For identification purpose only