BLOOMAGE BIOTECHNOLOGY CORP LTD 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.
Bloomage BioTechnology Corporation Limited(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00963) RESULTS OF THE 2014 ANNUAL GENERAL MEETING AND RE-ELECTION OF RETIRING DIRECTORS
The Board is pleased to announce that all the resolutions as set out in the AGM Notice were duly passed at the AGM held on 18 June 2015.
Reference is made to the circular dated 13 May 2015 (the "Circular") and the notice of 2014 annual general meeting (the "AGM") dated 13 May 2015 (the "AGM Notice") of Bloomage BioTechnology Corporation Limited (the "Company"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Circular.
The Board announces that, at the AGM held at Victoria IV, Level 2, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on 18 June 2015 at 3:00 p.m., poll voting was adopted for all of the resolutions as set out in the AGM Notice (the "Resolutions").
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The Board is pleased to announce that the Resolutions were duly passed by the Shareholders by poll voting at the AGM. The poll results for the Resolutions are as follows.
4. (a) Ms. Zhao Yan be re-elected as an executive director of the
Company and the board of
directors of the Company be
authorised to fix her director 's remuneration
(b) Ms. Liu Aihua be re-elected as an executive director of the
Company and the board of
directors of the Company be
authorised to fix her director 's remuneration
(c) Ms. Zhan Lili be re-elected as an independent non-executive
director of the Company and the board of directors of the
Company be authorised to fix
her director 's remuneration
220,441,152 (98.16%)
211,424,104 (94.15%)
212,449,104 (94.60%)
4,130,000 (1.84%)
13,147,048 (5.85%)
12,122,048 (5.40%)
224,571,152
224,571,152
224,571,152
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5. To grant a general mandate to the directors of the Company to allot, issue and deal with additional
shares not exceeding 20% of the issued share capital of the
Company as at the date of passing this resolution
6. To grant a general mandate to the directors of the Company to
repurchase shares not exceeding
10% of the issued share capital of the Company as at the date of
passing this resolution
7. To extend the general mandate granted to the directors of the
Company to allot, issue and deal
with additional shares in the share capital of the Company by an
amount not exceeding the amount of the shares repurchased by the
Company
210,674,604 (93.81%)
224,571,152 (100.00%)
210,694,604 (93.82%)
13,896,548 (6.19%)
0
(0.00%)
13,876,548 (6.18%)
224,571,152
224,571,152
224,571,152
The description of the Resolutions above is by way of summary only. The full text appears in the AGM Notice.
As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions of the Company.
The Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited was appointed as the scrutineer for the poll voting at the AGM.
Notes:
(a) The total number of shares of the Company in issue as at the date of the AGM: 333,641,500 shares of HK$0.01 each. No Shareholder was required to abstain from voting on the Resolutions at the AGM.
(b) The total number of shares of the Company entitling the holders to attend and vote only against the Resolutions at the AGM: nil.
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(c) The total number of shares of the Company entitling the holders to attend and to vote for or against the Resolutions at the AGM: 333,641,500 shares.
RE-ELECTION OF MS. ZHAO YAN AS AN EXECUTIVE DIRECTOR
At the AGM, the re-election of Ms. Zhao Yan as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Zhao Yan, aged 48, is the chairman of the Board and an executive Director. Ms. Zhao is the director of several subsidiaries of the Company. Ms. Zhao graduated with a bachelor 's degree in science with major in biology from the East China Normal University (-Jijfft'k*) in 1986 and completed an international MBA program organized by the China Center for Economic Research at Peking University from
2000 to 2002, and was awarded a master degree of business administration by Fordham University of the US in 2002. Ms. Zhao started her business from 1989 and had engaged in various sectors, including real estate development, culture and sports, biotechnology, investment and management. She has over 26 years of experience in investment and management. Presently, Ms. Zhao is also the chairman of Bloomage International Investments Group Inc. ("Bloomage International"). Ms. Zhao is the sole director and shareholder of AIM First Investments Limited ("AFI") which holds approximately 54.71% of the shares of the Company.
Save as disclosed above, Ms. Zhao did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
As at the date of this announcement, Ms. Zhao was deemed, or taken to be, interested in 183,520,000 Shares (approximately 55.01% of the issued share capital of the Company), of which 1,000,000 Shares were beneficially owned by Ms. Zhao and
182,520,000 Shares were held by AFI which in turn, was wholly-owned by Ms. Zhao. Therefore, Ms. Zhao was deemed, or taken to be, interested in all the Shares which were beneficially owned by AFI for the purposes of the SFO. Ms. Zhao is the sole director and shareholder of AFI.
Mr. Guo Jiajun, a non-executive Director, is the vice general manager of Bloomage International. Ms. Zhao Yan and Mr. Jin Xuekun, an executive Director and the chief executive officer of the Company are business partners of companies which are outside the Group. Save as disclosed above, Ms. Zhao does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
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Ms. Zhao has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the date of the AGM, which may be terminated by either party thereto giving to the other three months' prior notice in writing and is entitled to receive an annual salary of HK$150,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities within the Group.
Ms. Zhao will enter into a director 's service contract with the Company for a term commencing from the date of the AGM and ending at the conclusion of the 2017 annual general meeting to be held in 2018, which may be terminated by either party by giving to the other at least three months' prior notice in writing or otherwise in accordance with the terms of the director 's service agreement. Ms. Zhao will be entitled to receive an annual salary referred in the director 's service contract, which will be determined with reference to the prevailing market price, the Company's remuneration policy, her duties and responsibilities within the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
At the AGM, the re-election of Ms. Liu Aihua as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Liu Aihua, aged 52, is an executive Director. She had been the chief executive officer of the Company from 18 June 2012 until 20 December 2013. She is the general manager of Bloomage Freda Biopharmaceutical Co., Ltd.. Ms. Liu graduated from the pharmaceutical department of Shenyang Pharmaceutical University in 1983 with a bachelor 's degree in science. Ms. Liu had worked for Jinan Yongning Pharmaceutical Ltd. during the period between August 1983 and July 1998 and was responsible for research and technical management. Before joining the Group, Ms. Liu was the vice-president of Biopharmaceuticals Research Institute during the period between August 1998 and December 2001. Ms. Liu has over 30 years' experience in both of pharmaceutical research and management. Ms. Liu is the director of several subsidiaries of the Company. She joined the Group in January
2002.
Save as disclosed above, Ms. Liu did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
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As at the date of this announcement, Ms. Liu was deemed, or taken to be, interested in an aggregate of 6,734,000 Shares (approximately 2.02% of the issued share capital of the Company), of which 4,544,000 Shares were held by Forever Shining Holdings Limited ("Forever Shining") and 2,190,000 Shares are the Shares which may be allotted and issued to her upon full exercise of the share options granted to her under the share option scheme of the Company. As Forever Shining is owned as to 42.86% by Ms. Liu, therefore, Ms. Liu was deemed, or taken to be, interested in all the Shares which were beneficially owned by Forever Shining for the purposes of the SFO. Ms. Liu is a director of Forever Shining.
Save as disclosed above, Ms. Liu does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Ms. Liu has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the date of the AGM, which may be terminated by either party thereto giving to the other three months' prior notice in writing and is entitled to receive an annual salary of HK$200,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities within the Group.
Ms. Liu will enter into a director 's service contract with the Company for a term commencing from the date of the AGM and ending at the conclusion of the 2017 annual general meeting to be held in 2018, which may be terminated by either party by giving to the other at least three months' prior notice in writing or otherwise in accordance with the terms of the director 's service agreement. Ms. Liu will be entitled to receive an annual salary referred in the director 's service contract, which will be determined with reference to the prevailing market price, the Company's remuneration policy, her duties and responsibilities within the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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At the AGM, the re-election of Ms. Zhan Lili as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Zhan Lili, aged 42, is an independent non-executive Director. She completed her studies in business administration at the Faculty of Business Administration of Capital University of Economics and Business in 2003. Ms. Zhan was an assistant to the General Manager of Tomson (Shanghai) Company Limited (�l..ra'�� (L�)
:1�0P1) from 2000 to 2001, worked in the human resource department of the
Beijing branch of Industrial Bank Co., Ltd. (J!!*lT) from 2003 to 2007 and has been a president assistant of Beijing Hai Dian Science & Technology Development Co., Ltd. (���ìi:41J�:1�0P1), a company engaged in electronics and information technology, environmental protection materials, property development and e-business, since 2007.
Save as disclosed above, Ms. Zhan did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, Ms. Zhan does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Ms. Zhan has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the date of the AGM, which may be terminated by either party thereto giving to the other one month's prior notice in writing and is entitled to receive an annual salary of HK$150,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities within the Group.
Ms. Zhan will enter into a director 's service contract with the Company for a term commencing from the date of the AGM and ending at the conclusion of the 2016 annual general meeting to be held in 2017, which may be terminated by either party by giving to the other at least one month's prior notice in writing or otherwise in accordance with the terms of the director 's service agreement. Ms. Zhan will be entitled to receive an annual salary referred in the director 's service contract, which will be determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities within the Group.
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Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
Hong Kong, 18 June 2015
By Order of the Board
Chairman
As at the date of this announcement, the executive Directors are Ms. Zhao Yan, Mr. Jin Xuekun, Ms. Liu Aihua and Ms. Wang Aihua; the non-executive Director is Mr. Guo Jiajun; the independent non-executive Directors are Ms. Zhan Lili, Mr. Hai Wen and Mr. Li Junhong.
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