CHARMACY PHARMACEUTICAL CO., LTD. If you have sold or transferred all your shares in Charmacy Pharmaceutical Co., Ltd. (創美藥業股份有限公司) (the ''Company''), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
CHARMACY PHARMACEUTICAL CO., LTD.創美藥業股份有限公司
(A joint stock limited liability company established in the People's Republic of China)
(Stock Code: 2289)- PROPOSED A SHARE OFFERING AND AMENDMENTS TO (DRAFT) ARTICLES OF ASSOCIATION;
- PROPOSED FURTHER CHANGE IN USE OF PROCEEDS FROM THE GLOBAL OFFERING;
- PROPOSED CHANGE OF SUPERVISOR;
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
- NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING;
- NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING; AND
- NOTICE OF THE 2017 FIRST H SHAREHOLDERS' CLASS MEETING
A letter from the Board is set out on pages 4 to 23 of this circular.
Notices dated 20 July 2017 convening the EGM, and the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting immediately after the conclusion of the EGM to be held at Conference Room, 3rd Floor, No. 235, Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC on 5 September 2017, is set out on pages EGM-1 to EGM-6, DSCM-1 to DSCM-4 and HSCM-1 to HSCM-4 of this circular, respectively. Shareholders who intend to attend the EGM and/or the Class Meeting(s) (as the case may be) should complete the reply slip and return it by hand or by post or by fax to the H share registrar of the Company (for holders of H Shares of the Company) or to the headquarters in the PRC of the Company (for holders of Domestic Shares of the Company) on or before 16 August 2017 (as the case may be).
Shareholders who are entitled to attend and vote at the EGM and/or the Class Meeting(s) may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the EGM and/or the Class Meeting(s) must be deposited by hand or by post, for holders of H Shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong and, for holders of Domestic Shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 10:00 a.m. on Monday, 4 September 2017) before the time for holding the such meeting(s) (or any adjournment thereof) for taking the poll. If the form of proxy is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM and/or the Class Meeting(s) or any adjourned meetings should they so wish.
15 August 2017
Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
APPENDIX I - AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS AND THE BOARD . . . I-1 APPENDIX II - AMENDMENTS TO THE ADMINISTRATION SYSTEM OF RELATED TRANSACTIONS, EXTERNAL GUARANTEE AND EXTERNAL INVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 APPENDIX III - AMENDMENTS TO THE SYSTEM CONCERNING THE DUTIES OF INDEPENDENT DIRECTORS . . III-1 APPENDIX IV - FORMULATION OF THE ADMINISTRATION SYSTEM OF RAISED FUNDS . . . . . . . . . . . . . . . . IV-1 APPENDIX V - FORMULATION OF THE ADMINISTRATION SYSTEM FOR PREVENTING MAJOR SHAREHOLDERS AND RELATED PARTIES FROM OCCUPYING FUNDS . . . . . . . . . . . . . . . . . V-1 APPENDIX VI - COMPARISON OF THE ARTICLES OF ASSOCIATION AGAINST THE (DRAFT) ARTICLES OF ASSOCIATION TO BE EFFECTIVE UPON THE A SHARE OFFERING . . . . . . . . . . . . . VI-1 APPENDIX VII - FEASIBILITY PLAN ON THE INVESTMENT PROJECTS USING THE PROCEEDS FROM THE A SHARE OFFERING (SUMMARY) . . . . . . . . VII-1 APPENDIX VIII - THE AUTHORISATION TO THE BOARD TO DEAL WITH ALL MATTERS IN CONNECTION WITH THE COMPANY'S APPLICATION FOR THE A SHARE OFFERING AND LISTING AT ITS FULL DISCRETION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1 APPENDIX IX - DIVIDEND RETURN PLAN FOR SHAREHOLDERS WITHIN THREE YEARS AFTER THE A SHARE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1 APPENDIX X - PRICE STABILISING BUDGET AND UNDERTAKINGS FOR THE A SHARES OF THE COMPANY WITHIN THREE YEARS AFTER THE A SHARE OFFERING . . . . . . . . . . . . . . . . . . . . . . . X-1Pages
APPENDIX XI - REMEDIAL PLAN AND RELEVANT UNDERTAKINGS ON DILUTION OF IMMEDIATE RETURN ARISING FROM THE A SHARE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . XI-1 APPENDIX XII - RELEVANT UNDERTAKINGS ON MATTERS IN CONNECTION WITH THE A SHARE OFFERING AND LISTINGS AND PROPOSED CORRESPONDING RESTRICTIVE MEASURES . . XII-1 APPENDIX XIII - REPORT ON THE USE OF RAISED FUNDS FROM THE H SHARE OFFERING . . . . . . . . . . . . . . . . . . . XIII-1 NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING . . EGM-1 NOTICE OF THE 2017 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DSCM-1 NOTICE OF THE 2017 FIRST H SHAREHOLDERS' CLASS MEETING . . . . HSCM-1In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:
"A Share(s)" the ordinary share(s) proposed to be issued by the Company pursuant to the A Share Offering and subscribed for in Renminbi
"A Share Offering" the Company's proposed initial public offering of not
more than 20 million A Shares, which are proposed to be listed on the Shenzhen Stock Exchange
"Announcement" the announcement of the Company dated 20 July 2017 "Articles of Association" the articles of association of the Company as
amended, from time to time
"Board" the board of Directors
"Class Meeting(s)" the H Shareholders' Class Meeting and/or the
Domestic Shareholders' Class Meeting (as the case may be)
"Company" Charmacy Pharmaceutical Co., Ltd. (創美藥業股份有 限公司), a joint stock company established in the PRC with limited liability, whose H Shares are listed and traded on the Hong Kong Stock Exchange (stock code: 2289)
"CSRC" China Securities Regulatory Commission (中國證券監 督管理委員會)
"Director(s)" the director(s) of the Company
"Domestic Share(s)" the ordinary share(s) issued by the Company in the
PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB by PRC natural persons and/or PRC corporate entities
"Domestic Shareholder(s)" holder(s) of Domestic Share(s)
"Domestic Shareholders' Class Meeting"
the class meeting of the holders of Domestic Shares to be convened and held at the later of 10:30 a.m. on 5 September 2017 or immediately after the conclusion of the EGM to be held on the same date at the same place or any adjournment thereof
Chuangmei Pharmaceutical Co. Ltd. published this content on 15 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 August 2017 19:46:06 UTC.
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