SHANGHAI PHARMACEUTICALS HOLDING CO., 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.
上海醫藥集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE OF THE BOARD OF DIRECTORSThe board of directors (the "Board") of Shanghai Pharmaceuticals Holding Co., Ltd. (the "Company") hereby announces that according to relevant requirements of the Guidance on Articles of Association of Listed Companies (Revised in 2016) (China Securities Regulatory Commission Bulletin (the "CSRC") (2016) No. 23) (the "Guidance on Articles of Association"),the Mandatory Provisions for the Articles of Association of the Companies to be Listed Overseas (Securities Commission of the State Council (1994) No. 21)(the "Mandatory Provisions" ), the Regulatory Guidance No.3 of Listed Companies - Cash Dividend Distribution of Listed Companies (China Securities Regulatory Commission Bulletin (2013) No. 43) (the "CSRC Guidance No.3 on Cash Dividend Distribution of Listed Companies"), the Guidelines on Cash Dividend Distribution of Listed Companies (Shanghai Stock Exchange (2013) No. 1), Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (China Securities Regulatory Commission [2012] No.37), the Decisions on Amending Certain Provisions regarding the Cash Profit Distribution of Listed Companies (China Securities Regulatory Commission No.57), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and current actual situation of the Company, the Board proposed the following amendments to the articles of association of the Company (the "Articles of Association") in accordance with laws:
The proposed amendments to the Articles of Association are as follows:
Articles of Association | Original Text | Amended to |
Article 1 | …… The Company is incorporated through public offering of shares. | …… The Company is incorporated through public offering of shares. Upon establishment, the |
The Company is registered with Shanghai Administration for Industry and Commerce and has obtained the business license with the registration number of 310000000026221. The sponsor of the Company is Shanghai Pharmaceutical (Group) Co., Ltd. …… | Company is registered with Shanghai Administration for Industry and Commerce and has obtained the business license withthe registration number of310000000026221. The Company's businesslicense number changed to the unified socialcredit code 9131000013358488X7 due to"Three in One" Registration System. The sponsor of the Company is Shanghai Pharmaceutical (Group) Co., Ltd. …… | |
Article 145 | The Board comprises 9 directors in which, among others, there shall be five (5) external directors (i.e. those not holding any position in the Company) and 4 independent directors (i.e. those independent of the shareholders of the Company and not holding any position in the Company). External directors shall account for at least one-half (1/2) of the Board, and independent directors shall account for at least one-third (1/3) of the Board; and at least one independent director shall be of accounting professional (i.e. those holding senior professional title or CPA qualification). …… Mandatory Provisions, Article 86 | The Board comprises 9 directors in which, among others, there shall be five (5) external directors (i.e. those not holding any position in the Company) and 4 independent directors (i.e. those independent of the shareholders ofthe Company and not holding any position inthe Company) (satisfied relevant laws,regulations and independence requirementsstipulated in the Rules Governing the Listingof Securities on the Stock Exchange). External directors shall account for at least one-half (1/2) of the Board, and independent directors shall account for at least one-third (1/3) of the Board; and at least one independent director shall be of accounting professional (i.e. those holding senior professional title or CPA qualification); and at least one independent director must beordinarily resident in Hong Kong. …… Mandatory Provisions, Article 86 Guidance on Articles of Association, Article 106 Hong Kong Listing Rules, Article19A.18(1) |
Article 158 | The form of a notice of extraordinary meetings of the Board shall be as follows: by telephone or facsimile. The time limit for notification shall be: served three (3) days before the extraordinary meetings of the Board. Mandatory Provisions, Article 92 | The form of a notice of regular meetings and extraordinary meetings of the Board shall be as follows: by mail, telephone or facsimile. The time limit of notification forextraordinary meeting of the Board shall be: served three (3) days before the extraordinary meetings of the Board. Mandatory Provisions, Article 92 |
Article 245 | The profit distribution policy of the Company is set out as below:
| The profit distribution policy of the Company is set out as below:
|
relevant stakeholders, especially the minority shareholders.
Mandatory Provisions, Article 139 | (iv) (v) Decision-making mechanism andprocedures of Formulation of profit distribution plan and decision-makingprocedures: The Company's profit distribution plan as proposed and approved by the Board is subject to approval by shareholders' general meeting, for which independent directors shall express definite opinions. In proposing a profit distributionplan, the Board shall take into considerationthe opinions of relevant stakeholders,especially the minority shareholders. TheBoard shall take into account, among otherthings, features of the industries where theCompany operates, stage of development, theCompany's own business model, profitabilityand whether there is significant capitalexpenditure arrangement comprehensively.Through distinguishing situations, the Boardshall prepare different cash dividend policiesin accordance with the provisions of theArticles of Association. Prior to theconsideration by the shareholders' generalmeeting on the specific cash dividenddistribution plan, the Company should takeinitiatives to communicate with shareholdersthrough various channels, especially tocommunicate and exchange with minorityshareholders, including but not limited toonline voting and inviting minorityshareholders to attend meetings. The viewsand aspirations of minority shareholders shallbe fully heard, with their questions concernedpromptly addressed. Independent directorsmay collect the opinions of minorityshareholders and prepare a dividenddistribution proposal and submit it directly tothe Board for consideration and approval. If the Company is able to pay cash dividends but does not pay a cash dividend during the reporting period, especially non-payment of cash dividend for years or lower level of cash dividend , the Company shall specify the reason for non-payment of cash dividends or lower level of cash dividend, the consistency |
Shanghai Pharmaceuticals Holding Co. Ltd. published this content on 31 October 2017 and is solely responsible for the information contained herein.
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