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Tong Ren Tang Technologies Co. Ltd. Proxy Solicitation & Information Statement 2025
50076_rns_2025-05-20_3b445798-c548-4f8d-b5a3-dd7cc0197d2c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Tong Ren Tang Technologies Co. Ltd., you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Tong Ren Tang Technologies Co. Ltd.
北京同仁堂科技發展股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1666)
PROPOSED APPOINTMENT OF NEW DIRECTOR;
GENERAL MANDATE TO ISSUE SHARES;
AND
NOTICE OF AGM
A letter from the Board is set out on pages 3 to 7 of this circular. A notice convening the AGM to be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 1:30 p.m. on Thursday, 12 June 2025 is set out on pages 8 to 12 of this circular.
If you intend to appoint a proxy to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.
21 May 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
I. INTRODUCTION ... 3
II. PROPOSED APPOINTMENT OF NEW DIRECTOR ... 4
III. GENERAL MANDATE TO ISSUE SHARES ... 5
IV. AGM. ... 6
V. RECOMMENDATION ... 7
NOTICE OF AGM. ... 8
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
means the 2024 annual general meeting of the Company to be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 1:30 p.m. on Thursday, 12 June 2025
"Articles of Association"
means the articles of association of the Company
"Board"
means the board of Directors
"Company"
means Tong Ren Tang Technologies Co. Ltd. (北京同仁堂科技發展股份有限公司), a joint stock limited company registered and established in the PRC, and whose H shares are listed on the main board of the Hong Kong Stock Exchange
"Director(s)"
means the director(s) of the Company
"Domestic Share(s)"
means the ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are subscribed for in RMB
"General Mandate to Issue Shares"
means the general mandate to issue shares to be granted to the Board at the AGM
"Group"
means the Company and its subsidiaries
"H Share(s)"
means the overseas share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Hong Kong Stock Exchange and subscribed for in Hong Kong dollars
"Hong Kong"
means the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"
means The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time)
"Hong Kong Stock Exchange"
means The Stock Exchange of Hong Kong Limited
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DEFINITIONS
"Latest Practicable Date"
means 14 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"PRC"
means the People's Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan, China
"Relevant Period"
means the period from the passing of this resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company at a general meeting
"Rights Issue"
means an offer of shares open for a period fixed by the Board to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly
"RMB"
means the lawful currency of the PRC, Renminbi
"SFO"
means Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)"
means the share(s) of the Company, including Domestic Shares and H Shares, unless specified otherwise
"Shareholder(s)"
means the shareholder(s) of the Company
"Supervisor(s)"
means the supervisor(s) of the Company
"Supervisory Committee"
means the supervisory committee of the Company
"Treasury Share(s)"
has the meaning ascribed to it under the Hong Kong Listing Rules
- 2 -
LETTER FROM THE BOARD
Tong Ren Tang Technologies Co. Ltd.
北京同仁堂科技發展股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1666)
Executive Directors:
Mr. Di Shu Bing (Chairman)
Mr. Chen Jia Fu
Ms. Feng Zhi Mei
Registered office:
No. 16 Tongji Beilu,
Beijing Economic and
Technological Development Zone,
Beijing, the PRC
Non-executive Directors:
Mr. Zhang Yi
Ms. Wang Chun Rui
Ms. Feng Li
Office and mailing address:
No. 20 Nansanhuan Zhonglu,
Fengtai District,
Beijing, the PRC
Independent non-executive Directors:
Ms. Chan Ching Har, Eliza
Mr. Zhan Yuan Jing
Mr. Li Siu Bun
To the Shareholders
Dear Sir or Madam,
PROPOSED APPOINTMENT OF NEW DIRECTOR; GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF AGM
I. INTRODUCTION
Reference is made to the announcement of the Company dated 14 May 2025 in relation to, among other things, the change of Director.
LETTER FROM THE BOARD
On 14 May 2025, the Board received a resignation letter from Ms. Wang Chun Rui (“Ms. Wang”), informing the Board of her resignation from the position as a non-executive Director due to work adjustments. The resignation of Ms. Wang will take effect upon the new non-executive Director being elected by the Shareholders at the general meeting to be held in due course. Ms. Wang has confirmed that she has no disagreement with the Board and there is no matter relating to her resignation that needs to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders.
On the same day, the Board proposed to appoint Mr. Chen Fei (“Mr. Chen”) as a non-executive Director of the ninth session of the Board of Directors of the Company, and to have the Board recommend his remuneration and authorize the Board to enter into a service contract with him. The proposed appointment of Mr. Chen as a non-executive Director is subject to the approval by the Shareholders at the general meeting in accordance with the Articles of Association. Relevant proposals will be put forward at the AGM for Shareholders’ consideration and approval by way of ordinary resolutions.
The purpose of this circular is to provide you with, (i) details of the proposed appointment of new Director; (ii) the General Mandate to Issue Shares; and (iii) the notice convening the AGM.
II. PROPOSED APPOINTMENT OF NEW DIRECTOR
Reference is made to the announcement of the Company dated 14 May 2025 in relation to Ms. Wang’s resignation from the position as a non-executive Director. The proposed appointment of Mr. Chen as a non-executive Director is subject to the approval by the Shareholders at the AGM. Biographical details of Mr. Chen are set out below:
Mr. Chen Fei, aged 54, graduated from the Chinese Medicine of Beijing Union University with a bachelor’s degree in Chinese medicine. Mr. Chen used to work as the manager and deputy manager of Operational Management Department, the deputy manager of Pricing Department, the deputy manager of Economic Operation Department of China Beijing Tong Ren Tang Group Co., Ltd. Mr. Chen also used to work as the non-executive director, the executive director, the chief executive officer, the acting chief executive officer and the executive deputy general manager of the Company’s subsidiary, Beijing Tong Ren Tang Chinese Medicine Company Limited (“Tong Ren Tang Chinese Medicine”, whose shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 3613.HK)), and the general manager of Beijing Tong Ren Tang (Thailand) Co., Ltd. Currently, Mr. Chen is also a director of various subsidiaries of the Company. As at the Latest Practicable Date, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), Mr. Chen directly holds 61,000 shares of Tong Ren Tang Chinese Medicine, an associated corporation of the Company.
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LETTER FROM THE BOARD
It is proposed by the Board that the benchmark for the remuneration of Mr. Chen as a non-executive Director is RMB770,000 per annum, which will be in line with the relevant policies of the Company and the authorization from the general meeting (if necessary). Mr. Chen’s specific remuneration will also be disclosed in the annual report of the Company, which will be determined by the Board with reference to the recommendation from the remuneration committee of the Company, having taken into account Mr. Chen’s duties and responsibilities with the Company and prevailing market conditions.
Upon the appointment as a non-executive Director and his remuneration being approved by the Shareholders at the AGM, Mr. Chen will enter into a service contract with the Company for a term commencing from the date of his appointment and until the end of this session of the Board, subject to re-election at the end of the term.
Save as disclosed above and as at the Latest Practicable Date, Mr. Chen does not have:
(i) any relationship with any Directors, senior management, substantial or controlling shareholder(s) of the Company;
(ii) any other position with the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years;
(iii) other major appointments or professional qualifications; and
(iv) any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, the Board is not aware of any other matters in relation to Mr. Chen’s appointment as a non-executive Director that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
III. GENERAL MANDATE TO ISSUE SHARES
To ensure flexibility and discretion to the Board to issue Shares when it becomes desirable, the Company proposed to grant the General Mandate to Issue Shares to the Board to issue, allot and otherwise deal with additional Shares up to the limit of 20% of the total number of the Shares (excluding Treasury Shares), and authorize the Board to make corresponding amendments to the Articles of Association at its discretion, to reflect the new share capital structure after allotment and issuance of such Shares:
- 5 -
LETTER FROM THE BOARD
(i) subject to the aforesaid and in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Domestic Shares and H Shares and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved;
(ii) the approval shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period; and
(iii) the aggregate amounts of the Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) and any Treasury Shares sold or transferred out of treasury by the Board pursuant to the aforesaid approval granted shall not exceed 20% of the aggregate amounts of the Shares of the Company (excluding Treasury Shares), in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC.
The Board will be authorized to make corresponding amendments to the Articles of Association at its discretion, to reflect the new share capital structure after allotment and issuance of such Shares.
The General Mandate to Issue Shares shall be valid only after the approval of the Shareholders in the form of a special resolution at the AGM. Relevant proposal will be submitted to the AGM for the Shareholders' consideration and approval.
IV. AGM
A notice convening the AGM to be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 1:30 p.m. on Thursday, 12 June 2025, is set out on pages 8 to 12 of this circular.
LETTER FROM THE BOARD
The resolutions proposed at the AGM will be voted on by poll. To the best of the Directors' knowledge, information and belief after making all reasonable enquiries, none of the Company's connected persons, Shareholders and their respective associates have significant interests in the above-mentioned resolutions and is required to abstain from voting on the relevant resolutions at the AGM.
If you intend to appoint a proxy to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.
The register of members of Shares will be closed from Friday, 6 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which time no transfer of Shares will be registered. In order to be qualified for attending and voting at the AGM, all transfer documents of the holders of H Shares together with the relevant share certificates must be lodged with the Company's H Share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 5 June 2025.
V. RECOMMENDATION
The Directors believe that (i) proposed appointment of new director; and (ii) the General Mandate to Issue Shares are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
By order of the Board
Tong Ren Tang Technologies Co. Ltd.
Di Shu Bing
Chairman of the Board
Beijing, the PRC
21 May 2025
NOTICE OF AGM
Tong Ren Tang Technologies Co. Ltd.
北京同仁堂科技發展股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1666)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2024 (the "AGM") of Tong Ren Tang Technologies Co. Ltd. (the "Company") will be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the People's Republic of China (the "PRC") at 1:30 p.m. on Thursday, 12 June 2025 for the purpose of considering and, if thought fit, approving the following resolutions:
As Ordinary Resolutions
- To consider and, if thought fit, to approve the audited consolidated financial statements of the Company for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the report of the board of directors (the "Directors") of the Company (the "Board") for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the proposal of payment of a final dividend of RMB0.18 (tax inclusive) per share (the "Final Dividend") for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the re-appointment of Ernst & Young as the overseas auditor of the Company for the year ending 31 December 2025 and to authorize the Board to fix its remuneration.
NOTICE OF AGM
-
To consider and, if thought fit, to approve the re-appointment of Ernst & Young Hua Ming LLP as the domestic auditor of the Company for the year ending 31 December 2025 and to authorize the Board to fix its remuneration.
-
9 -
NOTICE OF AGM
- To consider and, if thought fit, to approve the appointment of Mr. Chen Fei as a non-executive Director of the ninth session of the Board of the Company and the remuneration proposed by the Board, and to authorize the Board to enter into the service contract with Mr. Chen Fei.
As Special Resolution
- To consider and, if thought fit, to approve a general mandate to the Board to issue, allot and deal with additional Shares not exceeding 20% of the Shares in issue (excluding Treasury Shares), and to authorize the Board to make such corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the shares:
"THAT
(A) (i) subject to paragraph 8(A)(iii) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "Hong Kong Listing Rules"), the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Shares and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved;
(ii) the approval in paragraph 8(A)(i) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period;
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NOTICE OF AGM
(iii) the aggregate number of the Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) and any Treasury Shares sold or transferred out of treasury by the Board pursuant to the approval granted in paragraph 8(A)(i) shall not exceed 20% of the aggregate number of the Shares (excluding Treasury Shares), respectively, in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC; and
(iv) for the purposes of this resolution:
“Relevant Period” means the period from the approval of this resolution until whichever is the earlier of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Board to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.
NOTICE OF AGM
(B) The Board be authorized to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in paragraph 8(A)(i) of this resolution."
By order of the Board
Tong Ren Tang Technologies Co. Ltd.
Di Shu Bing
Chairman of the Board
Beijing, the PRC
21 May 2025
As at the date of this notice, the Board comprises Mr. Di Shu Bing, Mr. Chen Jia Fu and Ms. Feng Zhi Mei as executive Directors, Mr. Zhang Yi, Ms. Wang Chun Rui and Ms. Feng Li as non-executive Directors, Ms. Chan Ching Har, Eliza, Mr. Zhan Yuan Jing and Mr. Li Siu Bun as independent non-executive Directors.
Notes:
- ELIGIBILITY FOR ATTENDING THE AGM
Holders of H shares whose names appear on the register of the Company maintained by Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, and holders of domestic shares whose names appear on the register of the Company on Friday, 6 June 2025 shall be entitled to attend the AGM.
- PROXY
(1) Shareholders entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company.
(2) A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized.
(3) To be valid, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered to (i) Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares; and (ii) the office address of the Company for holders of domestic shares, no less than 24 hours before the time fixed for convening the AGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so desires.
(4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.
- REGISTRATION PROCEDURES FOR ATTENDING THE AGM
A shareholder or his proxy shall produce his identification document when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
NOTICE OF AGM
4. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed during the period as set out below, during which time no transfer of shares will be registered. In order to be qualified for attending and voting at the AGM, and be qualified for the Final Dividend, all transfer documents of the holders of H shares must be lodged with the Company's H share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, no later than the deadline as set out below:
(i) To be qualified for attending and voting at the AGM
| Deadline for lodging the transfer documents with Computershare Hong Kong Investor Services Limited | 4:30 p.m. on Thursday, 5 June 2025 |
|---|---|
| Book closure period | From Friday, 6 June 2025 to Thursday, 12 June 2025 (both days inclusive) |
| AGM record date | Friday, 6 June 2025 |
(ii) To be qualified for the Final Dividend
| Deadline for lodging the transfer documents with Computershare Hong Kong Investor Services Limited | 4:30 p.m. on Tuesday, 17 June 2025 |
|---|---|
| Book closure period | From Wednesday, 18 June 2025 to Monday, 23 June 2025 (both days inclusive) |
| Final Dividend record date | Monday, 23 June 2025 |
5. METHOD OF VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by way of poll. Accordingly, the chairman of the AGM will demand a poll in relation to all the proposed resolutions at the AGM.
6. MISCELLANEOUS
(1) The AGM is expected to be held for less than half a day. Shareholders attending the AGM shall be responsible for their own travelling and accommodation expenses.
(2) The address of Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(3) The office and the contact details of the Company are:
No. 20 Nansanhuan Zhonglu,
Fengtai District,
Beijing, the PRC
Telephone: (+86) 10 87632179
Email: [email protected]