Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*
上 海 君 實 生 物 醫 藥 科 技 股 份 有 限 公 司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1877)
POLL RESULTS OF THE
2020 FIRST EXTRAORDINARY GENERAL MEETING
The board of directors (the "Board") of Shanghai Junshi Biosciences Co., Ltd.* (the "Company") is pleased to announce the poll results of the 2020 first extraordinary general meeting (the "EGM") held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the People's Republic of China on Monday, 3 February 2020 at 10:30 a.m. All resolutions proposed were duly passed.
Further details of the resolutions are set out in the notice of the EGM dated 21 November 2019 (as supplemented by the supplemental notice of the EGM dated 20 December 2019), the circular dated 3 December 2019 (the "Circular") and the supplemental circular dated 8 January 2020 (the "Supplemental Circular"). Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the Supplemental Circular.
As at the date of the EGM, (i) the total number of the issued Shares of the Company was 784,146,500 Shares, comprising 601,400,000 Domestic Shares and 182,746,500 H Shares and
- save as disclosed below, holders of 784,146,500 Shares (or authorized proxies) were entitled to attend and vote on the resolutions proposed at the EGM. There were no Shares entitling the Shareholders to attend and vote only against the resolutions at the EGM.
ATTENDANCE AT THE EGM
Number of Shares in | |||
issue (and entitling | Number of Shares | ||
Class of Shares | holders to attend and | present (in person or | Approximate % |
vote for or against | by proxy) | ||
any resolution) | |||
Domestic Shares | 601,400,000 | 363,753,736 | 60.48% |
H Shares | 182,746,500 | 50,990,669 | 27.90% |
Total | 784,146,500 | 414,744,405 | 52.89% |
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Mr. Xiong Jun and his parties acting in concert, who in aggregate control 217,231,536 Domestic Shares as at the date of the EGM, were required to abstain from voting on Ordinary Resolution No. 6. To the best knowledge, information and belief of the Company, save as disclosed below: (i) there were no restrictions on any Shareholder to cast votes on any of the proposed resolutions at any of the EGM, (ii) no Shareholder was required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited to abstain from voting at the EGM, (iii) there were no Shares entitling the holders to attend and abstain from voting in favor of any of the proposed resolutions, and (iv) no party has stated any intention in the Circular or the Supplemental Circular to vote against or abstain from voting on any of the proposed resolutions.
The EGM was convened by the Board. Pursuant to Article 82 of the Articles of Association of the Company, Mr. Xiong Jun, an executive Director and chairman of the Board, presided over and chaired the EGM.
POLL RESULTS OF THE EGM
All resolutions at the EGM were voted by registered poll. The poll results are as follows:
Number of votes and percentage of the | Passed by | ||||
Ordinary Resolution(1) | total voting shares at the EGM | ||||
Shareholders(2) | |||||
For | Against | Abstain | |||
1. | To consider and approve the capital | 414,744,405 | 0 | 0 | YES |
injection to the wholly-owned subsidiaries. | (100.000%) | (0.000%) | (0.000%) | ||
Special Resolutions(1) | For | Against | Abstain | Passed by | |
Shareholders(2) | |||||
2. | To consider and approve the amendments | 406,340,787 | 8,403,618 | 0 | YES |
to the Articles of Association of the | (97.974%) | (2.026%) | (0.000%) | ||
Company and the amendments to the Rules | |||||
of Procedure of the General Meeting. | |||||
3. | To consider and approve the application | 414,723,805 | 20,600 | 0 | YES |
for delisting of Domestic Shares of the | (99.995%) | (0.005%) | (0.000%) | ||
Company from the National Equities | |||||
Exchange and Quotations after condition | |||||
fulfilled. | |||||
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Special Resolutions(1) | For | Against | Abstain | Passed by | |
Shareholders(2) | |||||
4. | To consider and approve the authorisation | 414,723,805 | 20,600 | 0 | YES |
to the Board of Directors or the authorised | (99.995%) | (0.005%) | (0.000%) | ||
person of the Board of Directors to | |||||
exercise full power to handle matters | |||||
pertaining to the application for the | |||||
delisting of Domestic Shares of the | |||||
Company from the National Equities | |||||
Exchange and Quotations. | |||||
5. | To consider and approve the protective | 414,723,805 | 20,600 | 0 | YES |
measures in relation to the delisting | (99.995%) | (0.005%) | (0.000%) | ||
of Domestic Shares from the National | |||||
Equities Exchange and Quotations for | |||||
interests of dissenting holders of Domestic | |||||
Shares. | |||||
Supplemental Ordinary Resolution(1) | For | Against | Abstain | Passed by | |
Shareholders(2) | |||||
6. | To consider and approve the ratification of | 222,983,389 | 0 | 0 | YES |
related party transaction in 2018. | (100.000%) | (0.000%) | (0.000%) | ||
Notes:
- Please refer to the Circular and Supplemental Circular for details of these resolutions.
- An ordinary resolution is passed by more than half of votes casted in favour of it, and a special resolution is passed by more than two-thirds of the votes casted in favour of it.
SCRUTINEERS
Tricor Investor Services Limited (the H share registrar of the Company), two shareholder representatives and one supervisor acted as the scrutineers for the vote-taking at the EGM.
By order of the Board of
Shanghai Junshi Biosciences Co., Ltd.*
Mr. Xiong Jun
Chairman
Shanghai, the PRC, 3 February 2020
As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Dr. He Jia, Mr. Chen Xinjun, Mr. Qian Zhi and Dr. Roy Steven Herbst as independent non-executive Directors.
- For identification purpose only
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Shanghai Junshi Biosciences Co. Ltd. published this content on 03 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 February 2020 15:00:00 UTC