f6e424ed-717b-4e17-8515-f7669bd64b4e.pdf

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.



SINOPHARM GROUP CO. LTD.*

國 藥 控 股 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)

(Stock Code: 01099)


SUPPLEMENTAL NOTICE OF EGM


REFERENCE IS MADE TO the circular of Sinopharm Group Co. Ltd. (the "Company") dated 16 October 2015, the notice of the extraordinary general meeting (the "EGM") of the shareholders of the Company dated 16 October 2015 (the "Original EGM Notice"), and the announcement on postponement of the EGM and extension of book closure period of the Company dated 27 November 2015 (the "Postponement Announcement"). Due to reasons set out in the Postponement Announcement, the EGM will be held at 9:00 a.m. on Friday, 29 January 2016 at meeting room Meeting Room 1813, Sinopharm Plaza, No. 1001 Zhongshan West Road, Changning District, Shanghai, the People's Republic of China ("PRC"), for the purpose of considering and, if thought fit, passing the following resolutions:


ORDINARY RESOLUTIONS


  1. To consider and approve the amendments to the Rules of Procedures of the Board of Directors.


  2. To consider and, if thought fit, to approve the appointment of Mr. Lian Wanyong as a non- executive director of the Company, to authorise the board of directors of the Company to determine his remuneration, and to authorise any executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.



    * The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd."

  3. To consider and, if thought fit, to approve the appointment of Ms. Li Xiaojuan as a shareholder representative supervisor of the Company, to authorise the supervisory committee of the Company to determine her remuneration, and to authorise any executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.


    SPECIAL RESOLUTION


  4. To consider and, if thought fit, to approve the amendments to the articles of association of the Company.


By Order of the Board of

Sinopharm Group Co. Ltd. Wei Yulin

Chairman


Shanghai, the PRC 14 January 2016


As at the date of this notice, the executive directors of the Company are Mr. Wei Yulin and Mr. Li Zhiming; the non-executive directors of the Company are Mr. Chen Qi Yu, Mr. She Lulin, Mr. Wang Qunbin, Mr. Li Yuhua, Mr. Deng Jindong, Mr. Li Dongjiu and Mr. Liu Hailiang; and the independent non-executive directors of the Company are Ms. Li Ling, Mr. Yu Tze Shan Hailson, Mr. Tan Wee Seng and Mr. Liu Zhengdong.


Notes:


  1. The Original EGM Notice is superseded by this supplemental notice of EGM.


  2. Due to the postponement of the EGM originally scheduled to be held on Wednesday, 2 December 2015 and for the purpose of determining the entitlement of holders of shares of the Company to attend the EGM, the period of closure of the register of members of the Company will be extended to Friday, 29 January 2016 (the last day inclusive).


    In order to be qualified to attend and vote at the EGM, for holders of H shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 30 October 2015.


    The shareholders whose names appear on the register of members of the Company on Monday, 2 November 2015 are entitled to attend and vote at the EGM.


  3. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.

  4. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.


  5. The form of proxy for the EGM issued by the Company on 16 October 2015 (the "Original Proxy Form") is superseded by the enclosed revised form of proxy for the EGM (the "Revised Proxy Form"). Whether or not you are able to attend the EGM, please complete and return the Revised Proxy Form 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 EGM or any adjournment thereof. For holders of H Shares, please return the Revised Proxy Form together with any documents of authority to 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 24 hours before the time appointed for holding the EGM. For holders of Domestic Shares, please return the Revised Proxy Form together with any documents of authority to the Board Office of the Company in the PRC at Room 1603, Sinopharm Plaza, No.1001 Zhongshan West Road, Changning District, Shanghai, the PRC. Completion and return of the Revised Proxy Form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so desire.


    For shareholders who have completed and returned the Original Proxy Form in accordance with the instructions printed thereon, please be reminded that the votes by the proxy so appointed on the resolutions will be deemed invalid because the resolutions have been amended as disclosed in this circular.


  6. Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the shareholders or their attorney when attending the EGM.


  7. Shareholders who intend to attend the EGM should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax.


  8. The EGM is expected to take for less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.


  9. Contact details of the Board Office of the Company in the PRC are as follows:


Address: Room 1603, Sinopharm Plaza, No.1001 Zhongshan West Road, Changning District, Shanghai, 200051, the PRC


Telephone No.: (86 21) 2305 2150


Fax No.: (86 21) 2305 2146

Sinopharm Group Co. Ltd. issued this content on 2016-01-14 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-14 09:33:06 UTC

Original Document: http://sinopharm.todayir.com/attachment/2016011417020100002411430_en.pdf