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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2025
49801_rns_2025-06-04_de326cbe-ab42-488d-abaa-0eed82a88d79.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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Traditional Chinese Medicine Holdings Co. Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
国药集团
SINOPHARM
CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED
中國中藥控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 570)
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of China Traditional Chinese Medicine Holdings Co. Limited (the "Company") to be held at Conference Room, 4th Floor, Winteam Plaza, 6 Kuiqi Second Road, Chancheng District, Foshan City, Guangdong Province, China, on Friday, 27 June 2025 at 2:30 p.m. is set out on pages 15 to 16 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.china-tcm.com.cn.
If you do not intend or are unable to attend the AGM and wish to appoint a proxy/proxies to attend and to speak and vote on your behalf, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM (i.e. before 2:30 p.m. on Wednesday, 25 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish and in such event, the form of proxy will be deemed to be so revoked.
5 June 2025
CONTENTS
Pages
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Directors 4
- Annual General Meeting 5
- Actions to be Taken 5
- Closure of the Register of Members 5
- Voting by Way of Poll 6
- Recommendation 6
- Responsibility Statement 6
Appendix I – Details of Directors Proposed for Re-election 7
Notice of Annual General Meeting 15
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
means the annual general meeting of the Company to be held at Conference Room, 4th Floor, Winteam Plaza, 6 Kuiqi Second Road, Chancheng District, Foshan City, Guangdong Province, China, on Friday, 27 June 2025 at 2:30 p.m., or any adjournment thereof
"AGM Notice"
means the notice convening the AGM as set out on pages 15 to 16 of this circular
"Articles of Association"
means the articles of association of the Company, as amended or supplemented from time to time
"Board"
means the board of Directors
"CNPGC"
means China National Pharmaceutical Group Co., Ltd. (中國醫藥集團有限公司), a state-owned enterprise established in the PRC
"Companies Ordinance"
means the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended or supplemented from time to time
"Company"
means China Traditional Chinese Medicine Holdings Co. Limited (中國中藥控股有限公司), a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 570)
"Corporate Governance Code"
means the Corporate Governance Code contained in Appendix C1 to the Listing Rules
"Director(s)"
means the director(s) of the Company
"Group"
means the Company and its subsidiaries
"HK$"
means Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
means the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
means 30 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"Listing Rules"
means the Rules Governing the Listing of Securities on the Stock Exchange
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DEFINITIONS
| “Nomination Committee” | means the nomination committee of the Board |
|---|---|
| “PRC” | means the People’s Republic of China, and for the purpose of this circular only excluding Hong Kong, the Macau Special Administrative Region and Taiwan |
| “RMB” | means Renminbi, the lawful currency of the PRC |
| “SFO” | means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended or supplemented from time to time |
| “Share(s)” | means share(s) of the Company |
| “Shareholder(s)” | means holder(s) of the Share(s) |
| “Stock Exchange” | means The Stock Exchange of Hong Kong Limited |
| “TCM” | means traditional Chinese medicine |
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LETTER FROM THE BOARD
国药集团
SINOPHARM
CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED
中國中藥控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 570)
Executive Directors:
Mr. YANG Jun (Chairman)
Mr. LI Hongjian
Non-Executive Directors:
Mr. LIU Haijian
Mr. LI Xiangrong
Mr. ZU Jing
Ms. XU Jinghui
Mr. HUANG Hao
Independent Non-Executive Directors:
Mr. XIE Rong
Mr. YU Tze Shan Hailson
Mr. QIN Ling
Mr. LI Weidong
Registered Office:
Room 1601
Emperor Group Centre
288 Hennessy Road
Wanchai
Hong Kong
5 June 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you notice of the AGM and the information relating to the proposals for the re-election of Directors.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
The Board currently comprises eleven Directors, of which Mr. YANG Jun and Mr. LI Hongjian are executive Directors; Mr. LIU Haijian, Mr. LI Xiangrong, Mr. ZU Jing, Ms. XU Jinghui and Mr. HUANG Hao are non-executive Directors; and Mr. XIE Rong, Mr. YU Tze Shan Hailson, Mr. QIN Ling and Mr. LI Weidong are independent non-executive Directors.
Pursuant to the Article 92 of the Articles of Association, Mr. YANG Jun, Mr. LI Hongjian, Mr. LIU Haijian, Mr. LI Xiangrong, Mr. ZU Jing, Ms. XU Jinghui and Mr. HUANG Hao shall hold office only until the first annual general meeting of the Company after their appointments and shall then be eligible for re-election.
Pursuant to Article 101 of the Articles of Association, Mr. YU Tze Shan Hailson and Mr. QIN Ling will retire by rotation at the AGM. The retiring Directors, being eligible, offer themselves for re-election.
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 Directors and the independence of all independent non-executive Directors with reference to the nomination principles and criteria set out in the board diversity policy and director nomination policy. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors including the aforesaid independent non-executive Directors who are due to retire at the AGM.
The independent non-executive Directors, Mr. YU Tze Shan Hailson and Mr. QIN Ling, who have offered themselves for re-election at the AGM, have demonstrated their abilities to provide an independent view to the Company's matters during their years of appointment. The Nomination Committee has reviewed the independence of Mr. YU Tze Shan Hailson and Mr. QIN Ling and has formed the view that each of them has met the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines, taking into account, among others, their abilities to exercise independent judgment in relation to the Company's affairs by scrutinising and monitoring the operation of the Board during their tenure of office. In addition, the Board is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective views on the Company's affairs. The Board is satisfied that notwithstanding that Mr. YU Tze Shan Hailson would have served as an independent non-executive Director for more than nine years as of the Latest Practicable Date (if his re-election is approved by the Shareholders at the AGM), his independence is not affected by his tenure with the Company and his professional knowledge and business experience will continue to offer valuable contributions to the Board, the Company and the Shareholders as a whole.
In proposing Mr. YU Tze Shan Hailson and Mr. QIN Ling to be re-elected as independent non-executive Directors at the AGM, the Board has considered, among other things, the valuable business experience, knowledge and professionalism of Mr. YU Tze Shan Hailson and Mr. QIN Ling, as further described in Appendix I to this circular.
LETTER FROM THE BOARD
With their unique background, the Board considers that Mr. YU Tze Shan Hailson and Mr. QIN Ling to be highly valued and respected members of the Board, and can contribute to the diversity of the Board, in particular, with Mr. YU Tze Shan Hailson’s expertise in investment management, Hong Kong laws and TCM, as well as rich experience in supervision, venture capital operation and pharmaceutical business, and with Mr. QIN Ling’s expertise in TCM research experience and in-depth understanding on the pharmaceutical industry.
Therefore, the Board is of the view that the re-election of Mr. YU Tze Shan Hailson and Mr. QIN Ling as independent non-executive Directors is in the interest of the Company and the Shareholders as a whole and recommends their re-election at the AGM.
In compliance with the requirements of code provisions B.2.3 and F.2.1 of the Corporate Governance Code, a separate resolution will be proposed at the AGM for the re-election of each individual director whether such Director is an executive Director, a non-executive Director or an independent non-executive Director.
Brief biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.
3. ANNUAL GENERAL MEETING
The AGM Notice is set out on pages 15 to 16 of this circular to consider and approve the resolutions relating to, inter alia, the re-election of Directors.
4. ACTIONS TO BE TAKEN
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.china-tcm.com.cn. If you do not intend or are unable to attend the AGM and wish to appoint a proxy/proxies to attend and to speak and vote on your behalf, you are requested to complete the form of proxy and return it to the share registrar of the Company in accordance with the instructions printed thereon not less than 48 hours (excluding any part of a day that is a public holiday) before the time fixed for holding the AGM (i.e. before 2:30 p.m. on Wednesday, 25 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
5. CLOSURE OF THE REGISTER OF MEMBERS
To ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 23 June 2025.
LETTER FROM THE BOARD
The Board recommended the payment of a final dividend of HK0.35 cent (approximately RMB0.32 cent) per Share and a special dividend of HK8.30 cents (approximately RMB7.66 cents) per Share for the year ended 31 December 2024. To ascertain the Shareholders’ entitlement to receive the proposed final dividend and special dividend, the register of members of the Company will be closed from Monday, 7 July 2025 to Wednesday, 7 July 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the proposed final dividend and special dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 4 July 2025.
6. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will 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 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
7. RECOMMENDATION
The Directors believe that the re-election of Directors are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
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 Group. 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,
By order of the Board
China Traditional Chinese Medicine Holdings Co. Limited
YANG Jun
Chairman
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of nine Directors proposed to be re-elected at the AGM are set out as follows:
Mr. YANG Jun, aged 59, was appointed to the Board on 27 September 2024. Mr. YANG graduated from Beijing Normal University with a bachelor's degree majoring in education management in July 1989, and completed study in economic management in the in-service postgraduate class of the Graduate School of The Party School of the Communist Party of China Central Committee in July 2001. Mr. YANG has a senior marketing qualification certificate. Mr. YANG successively served as a secretary of the office, deputy director of the supply and marketing department, manager of the comprehensive planning department, manager of the preparation department, traditional Chinese medicine department (concurrently) and deputy manager of the operating business headquarters of China Pharmaceutical Industry Corporation from July 1989 to May 2005; served as municipal marketing director and manager of hospital department (concurrently) of China Pharmaceutical Industry Company Limited from May 2005 to June 2006; successively served as deputy director and director of the operation management department and director of the international cooperation department of China National Pharmaceutical Group Corporation (中國醫藥集團總公司) (currently known as China National Pharmaceutical Group Co., Ltd.) from June 2006 to March 2014; served as the secretary of the discipline inspection commission and a supervisor of Sinopharm Group Co. Ltd. (listed on the Stock Exchange, stock code: 01099) from March 2014 to January 2018; served as the president, deputy secretary of the Party Committee and a director of Shyndec Pharmaceutical Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600420) from January 2018 to July 2020; served as deputy secretary of the Party Committee (chief) of China Sinopharm International Corporation from July 2020 to June 2022; successively served as the secretary of the Party Committee, deputy general manager and chairman (legal representative) of Sinopharm Healthcare Industry Co., Ltd. from June 2022 to September 2024. Mr. YANG is currently also the secretary of the Party Committee of the Company and the chairman of China National Traditional Chinese Medicine Co., Ltd.
Save as disclosed above, Mr. YANG has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. YANG does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. YANG does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. YANG entered into an employment agreement with the Company commencing from 27 September 2024, which shall automatically be effective hereafter. Mr. YANG is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. YANG is entitled to receive director's fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, the aggregate remuneration of Mr. YANG as the executive Director and Chairman was RMB103,000.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. YANG is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. YANG required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Mr. LI Hongjian, aged 39, was appointed to the Board on 27 September 2024. Mr. LI graduated from Sun Yat-sen University with a bachelor's degree majoring in business administration (human resources management) in July 2008 and completed MBA postgraduate study in Sun Yat-sen University in July 2014. Mr. LI has full senior economist and management consultant certificates. Mr. LI served as an assistant of human resource department of Foshan Water Industry Group Co., Ltd. (佛山市水業集團有限公司), the manager of human resource department of Guangzhou Southern Investment Group Co., Ltd. under China Southern Power Grid and the general manager of personnel administration of Guangzhou Electric Power Construction Co., Ltd. under China Southern Power Grid; served as the director of human resource department of the Company from April 2018 to June 2021; held positions as the interim deputy secretary of the Party Committee, the interim secretary of the Discipline Inspection Commission, and general manager of strategy and data operation center in Chongqing Taiji Industry (Group) Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600129) from June 2021 to September 2024; served as an executive director of Chongqing Medicines & Health Products Import & Export Co., Ltd. (currently known as Chongqing Taiji International Healthcare Industry Co., Ltd.) from August 2022 to September 2024. Mr. LI also serves as the president and deputy secretary of the Party Committee of the Company currently.
Save as disclosed above, Mr. LI has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. LI does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. LI does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. LI entered into an employment agreement with the Company commencing from 27 September 2024, which shall automatically be effective hereafter. Mr. LI is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. LI is entitled to receive director's fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, the aggregate remuneration of Mr. LI as the executive Director was RMB106,000.
Save as disclosed above, Mr. LI is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. LI required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. LIU Haijian, aged 50, was appointed to the Board on 15 January 2025. Mr. LIU holds a master’s degree and qualification of assistant engineer. Mr. LIU successively served as an associate section assistant of preliminary review and process management department of Patent Office of China National Intellectual Property Administration; the deputy director and director of party mass department of CNPGC; and the deputy party secretary of Sinopharm Group Co. Ltd. (listed on the Stock Exchange, stock code: 01099). He served as chairman of Sinopharm Holding Henan Co., Ltd., Sinopharm Group Xinjiang Xinte Pharmaceutical Co., Ltd. and Sinopharm Holding Hubei Co., Ltd. concurrently. Mr. LIU currently serves as a full-time external director of CNPGC. He has also served as a non-executive director of Chongqing Taiji Industry (Group) Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600129) with effect from 4 March 2025.
Save as disclosed above, Mr. LIU has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. LIU does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. LIU does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. LIU entered into an appointment agreement with the Company commencing from 15 January 2025, for an initial term of three years. Mr. LIU is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. LIU is entitled to receive director’s fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. LIU did not receive any directors’ fee.
Save as disclosed above, Mr. LIU is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. LIU required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Mr. LI Xiangrong, aged 55, was appointed to the Board on 15 January 2025. Mr. LI holds a bachelor’s degree of science and master’s degree of science of Peking University, with qualification of lectureship. Mr. LI is a member of Pharmaceutical Intellectual Property Research Professional Committee of Chinese Pharmaceutical Association. Mr. LI served as an assistant and lecturer of Peking University; a member of party leadership group and the deputy mayor of Jiangxi Jinggangshan Municipal People’s Government; the deputy director of industry management office of Peking University; the deputy manager of asset management department and the manager of planning and development department of China National Biotec Group Company Limited. He served as the director of board office of CNPGC for a long period since 2010. He was a director of Beijing Tiantan Biological Products Corporation Limited (listed on the Shanghai Stock Exchange, stock code: 600161) from October 2018 to May 2023 and the vice president and secretary of the board of China National Biotec Group Company Limited from February 2018 to November 2024. Mr. LI has served as a full-time external director of CNPGC since October 2024. He has also served as a non-executive director of Chongqing Taiji Industry (Group) Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600129) with effect from 4 March 2025.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. LI has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. LI does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. LI does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. LI entered into an appointment agreement with the Company commencing from 15 January 2025, for an initial term of three years. Mr. LI is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. LI is entitled to receive director's fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. LI did not receive any directors' fee.
Save as disclosed above, Mr. LI is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. LI required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Mr. ZU Jing, aged 55, was appointed to the Board on 15 January 2025. Mr. ZU holds a bachelor's degree of economics of Beijing Economics College, with the qualification of senior accountant. Mr. ZU served as the deputy general manager of financial department of China National Service Corporation for Chinese Personnel Working Aboard, the deputy general manager and financial director of Zhongfu Jiayuan Trade Company (中服嘉遠貿易公司); the general manager of financial department, deputy financial director and financial director of China Sinopharm International Company (currently known as China Sinopharm International Corporation); the financial director of Shanghai Shyndec Pharmaceutical Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600420). He served as the director of the international cooperation department of CNPGC from April 2022 to March 2024. Mr. ZU has served as a full-time external director of CNPGC since October 2024. He has also served as a non-executive director of Sinopharm Group Co. Ltd. (listed on the Stock Exchange, stock code: 01099) with effect from 12 February 2025.
Save as disclosed above, Mr. ZU has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. ZU does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. ZU does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. ZU entered into an appointment agreement with the Company commencing from 15 January 2025, for an initial term of three years. Mr. ZU is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. ZU is entitled to receive director’s fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. ZU did not receive any directors’ fee.
Save as disclosed above, Mr. ZU is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. ZU required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Ms. XU Jinghui, aged 53, was appointed to the Board on 15 January 2025. Ms. XU holds a bachelor’s degree of applied economics of Beijing University of Technology and master of business administration of Xiamen University, with certificates of full senior accountant, certified public accountant, certified tax agent, international certified internal auditor. Ms. XU served as an accountant of Management Commission of Beijing Central Wholesale Market for Agricultural Products; the accounting assistant of Yukun information center of China Urban Planning and Design Institute; a senior auditor of Beijing Zhongzhou Guanghua Certified Public Accountants; the director assistant of financial department of CNPGC; the manager of financial department of Reed Sinopharm Exhibitions Co., Ltd.; the financial director of Bakery China Exhibitions Co., Ltd.; the financial director of China National Pharmaceutical Investment Co., Ltd.; the financial director of Sinopharm Group Finance Co., Ltd. from June 2016 to October 2024. Ms. XU has served as a full-time external director of CNPGC since October 2024.
Save as disclosed above, Ms. XU has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Ms. XU does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Ms. XU does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Ms. XU entered into an appointment agreement with the Company commencing from 15 January 2025, for an initial term of three years. Ms. XU is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Ms. XU is entitled to receive director’s fee, basic salary, discretionary bonuses or other benefits based on her performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Ms. XU did not receive any directors’ fee.
Save as disclosed above, Ms. XU is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to her re-election as a Director and any other information in relation to Ms. XU required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. HUANG Hao, aged 41, was appointed to the Board on 15 January 2025. Mr. HUANG holds a master’s degree of business administration of Swiss Geneva Business Institute, and the holder of Chartered Financial Analyst and China securities qualification certificate. Mr. HUANG served as a senior auditor of financial service in PricewaterhouseCoopers Zhong Tian CPAs Limited Company; a senior strategic analyst of planning department in Ping An Insurance (Group) Company of China, Ltd.; a senior investment manager of investment management department and corporation governance specialist of subsidiaries director resources department in Huawei Technologies Co., Ltd. He has successively served as the investment manager of private equity of Shanghai Huliu Investment Management Co., Ltd. and deputy general manager of investment business of Ping An Shenye (Shanghai) Private Fund Management Partnership Enterprise LLP of China Ping An Insurance Overseas (Holdings) Limited from 2019 until now.
Save as disclosed above, Mr. HUANG has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. HUANG does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. HUANG does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. HUANG entered into an appointment agreement with the Company commencing from 15 January 2025, for an initial term of three years. Mr. HUANG is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. HUANG is entitled to receive director’s fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. HUANG did not receive any directors’ fee.
Save as disclosed above, Mr. HUANG is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. HUANG required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Mr. YU Tze Shan Hailson, aged 68, was appointed to the Board on 25 November 2013. Mr. YU possesses bachelor’s and master’s degree in Electrical Engineering and a master’s degree of arts in Arbitration and Dispute Resolution. He completed the Postgraduate Diploma in Investment Management and Graduate Certificates in Hong Kong Laws and Chinese Medicine. He is a chartered engineer and a fellow of the Institution of Engineering and Technology, Hong Kong Institution of Engineers, the Institute of Arbitrators of the United Kingdom and Hong Kong Institute of Arbitrators.
Upon completing the Electrical Engineering Degree in 1979, Mr. YU worked as an assistant engineer in Ampex Ferrotec Limited (安培泛達有限公司). After three years, he became the manager of equipment maintenance and testing laboratory and subsequently managed the computer engineering and system engineering team for product and system design, product development plan and the establishment of CAD center. In 1987, Mr. YU joined China International Trust and Investment Corporation Hong Kong (Holdings) Limited (中國國際信託投資(香港集團)有限公司) as a general manager of engineering research
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
and development department. During such period, he improved the business of subsidiaries engaged in technology sector and monitored the venture capital operation in respect of the high-technology business of the U.S. company. He also made contribution to the successful listing of two subsidiaries in the U.S. and the asset trading of several subsidiaries and later became the consultant for oil development and LPG terminal project. Since 1998, Mr. YU has been a deputy managing director of Versitech Limited (港大科楠有限公司) and deputy director in charge of transfer of colleague scientific technology achievement at Technology Transfer Office of The University of Hong Kong. In 2021, he was the chief operation officer of HKU Innovation Holdings Limited in charge of its 9 AI, robot and biological pharmaceutical scientific research centre. Mr. YU has retired from The University of Hong Kong in 2022, and served as the director of scientific results transfer and entrepreneurship in Macau University of Science and Technology since 2023.
Mr. YU was an independent non-executive director of Sinopharm Group Co., Ltd. (a company listed on the Stock Exchange, stock code: 01099). He has served as an independent non-executive director of China NT Pharma Group Company Limited (a company listed on the Stock Exchange, stock code: 01011) since June 2017. He also serves as an independent non-executive director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (a company listed on the Stock Exchange and the Shanghai Stock Exchange, stock code: 02196.HK & 600196.SH) since June 2021.
Save as disclosed above, Mr. YU has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. YU does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. YU does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. YU entered into an appointment letter with the Company for an initial term of three years commencing from 25 November 2019. He accepted and signed a renewed appointment letter with the Company on 25 November 2022, with a term of 3 years. Mr. YU is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. YU is entitled to receive director's fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. YU has received a director's fee of HK$250,000 and the special allowance of HK$40,000 for attending board meeting in person.
Save as disclosed above, Mr. YU is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. YU required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
Mr. QIN Ling, aged 65, was appointed to the Board on 18 February 2019. Mr. QIN graduated from the Basic Medical and Life Sciences in Physical Education Faculty of the Beijing Sport University in 1982 and received his PhD in Exercise Science from the German Sports University, Cologne, Germany in 1992. He completed postdoctoral research relating to osteoporosis in the AO Research Institute in 1992. He was the laboratory director of the Department of Trauma & Reconstructive Surgery, School of Medicine, Free
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
University of Berlin, Germany from July 1993 to August 1994, and director of the research laboratory in the Department of Orthopaedics & Traumatology from September 1994 until the present. He also served (or serves) as director of the Bone Quality and Health Centre, and director of Innovative Orthopaedics Biomaterial and Drug Translational Research Laboratory, Li Ka Shing Institute of Health Sciences, Faculty of Medicine, the Chinese University of Hong Kong (CUHK). Mr. QIN is currently a professor of Orthopaedics and director of laboratory of CUHK, head of the CUHK Hong Kong – Shenzhen Innovation and Technology Research Institute (Futian), and a doctorate and a post-doctorate supervisor.
Save as disclosed above, Mr. QIN has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Group, and has not held any other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. QIN does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. QIN does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Mr. QIN entered into an appointment letter with the Company for an initial term of three years commencing from 18 February 2019. He accepted and signed a renewed appointment letter with the Company on 18 February 2025, with a term of 3 years. Mr. QIN is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. Mr. QIN is entitled to receive director's fee, basic salary, discretionary bonuses or other benefits based on his performances and duties, profitability of the Group and the prevailing market condition. For the year ended 31 December 2024, Mr. QIN has received a director's fee of HK$250,000 and the special allowance of HK$40,000 for attending board meeting in person.
Save as disclosed above, Mr. QIN is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. QIN required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
国药集团
SINOPHARM
CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED
中國中藥控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 570)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of China Traditional Chinese Medicine Holdings Co. Limited (the “Company”) will be held at Conference Room, 4th Floor, Winteam Plaza, 6 Kuiqi Second Road, Chancheng District, Foshan City, Guangdong Province, China, on Friday, 27 June 2025 at 2:30 p.m. for the following purposes. Unless the context otherwise requires, the terms used herein shall have the same meaning as those defined in the circular of the Company dated 5 June 2025 (the “Circular”):
ORDINARY RESOLUTIONS
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To receive and consider the audited financial statements, the report of the directors and the independent auditor’s report of the Company for the year ended 31 December 2024.
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To declare a final dividend of HK0.35 cent per Share and a special dividend HK8.30 cents per Share for the year ended 31 December 2024.
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(a) Each as a separate resolution, to re-elect the following retiring directors of the Company (the “Director”):
(i) to re-elect Mr. YANG Jun as a Director;
(ii) to re-elect Mr. LI Hongjian as a Director;
(iii) to re-elect Mr. LIU Haijian as a Director;
(iv) to re-elect Mr. LI Xiangrong as a Director;
(v) to re-elect Mr. ZU Jing as a Director;
(vi) to re-elect Ms. XU Jinghui as a Director;
(vii) to re-elect Mr. HUANG Hao as a Director;
(viii) to re-elect Mr. YU Tze Shan Hailson as a Director; and
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NOTICE OF ANNUAL GENERAL MEETING
(ix) to re-elect Mr. QIN Ling as a Director.
(b) To authorize the board of directors of the Company (the “Board”) to fix the Directors’ remuneration.
By Order of the Board
China Traditional Chinese Medicine Holdings Co. Limited
YANG Jun
Chairman
Hong Kong, 5 June 2025
Notes:
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Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to exercise all or any of his/her rights to attend, speak and vote instead of him/her, provided that the proxy is appointed to represent respectively the number of Shares held by the Shareholder as specified in the relevant instrument of appointment. A proxy need not be a shareholder of the Company.
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In order to be valid, the form of proxy together with any 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 Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the meeting (i.e. before 2:30 p.m. on Wednesday, 25 June 2025) or any adjournment thereof.
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To ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 23 June 2025.
The Board has recommended the payment of a final dividend of HK0.35 cent (approximately RMB0.32 cent) per Share and a special dividend of HK8.30 cents (approximately RMB7.66 cents) per Share for the year ended 31 December 2024. To ascertain the Shareholders’ entitlement to receive the proposed final dividend and special dividend, the register of members of the Company will be closed from Monday, 7 July 2025 to Wednesday, 7 July 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the proposed final dividend and special dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 4 July 2025.
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Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will 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 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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With regard to item 3 set out in the notice, the Circular giving details of the proposed re-election of Directors will be sent to the Shareholders on 5 June 2025. The biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix I to the Circular.
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As at the date of this notice, the Board comprises eleven Directors, of which Mr. YANG Jun and Mr. LI Hongjian are executive Directors; Mr. LIU Haijian, Mr. LI Xiangrong, Mr. ZU Jing, Ms. XU Jinghui and Mr. HUANG Hao are non-executive Directors; and Mr. XIE Rong, Mr. YU Tze Shan Hailson, Mr. QIN Ling and Mr. LI Weidong are independent non-executive Directors.
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