GUANGZHOU BAIYUNSHAN PHARMACEUTICAL 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.
(a joint stock company with limited liability established in the People's Republic of China)
(H Share Stock Code: 0874)
POLL RESULTS OF
THE SECOND EXTRAORDINARY GENERAL MEETING IN 2020
HELD ON 28 AUGUST 2020
The Board is pleased to announce that the EGM was held on 28 August 2020 (Friday) and all the resolutions proposed to the Shareholders at the EGM were duly passed, by way of poll, by the Shareholders who were entitled to attend and vote at the EGM.
References are made to (i) the notice of the EGM of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited (the "Company") dated 13 July 2020; and (ii) the circular of the EGM dated 14 July 2020 (the "Circular"). Capitalised terms used in this announcement have the same meanings as defined in the Circular unless the context otherwise requires.
The Board is pleased to announce that the EGM was held on 28 August 2020 (Friday) and all the resolutions proposed to the Shareholders at the EGM were duly passed, by way of poll, by the shareholders of the Company (the "Shareholders") who were entitled to attend and vote at the EGM.
IMPORTANT NOTICE
- There was no objection or amendment to the resolutions proposed at the EGM.
- There was no new motion proposed at the EGM.
1. INTRODUCTION
- The EGM was held on 28 August 2020 (Friday) at the Conference Room of the Company, 45 Sha Mian North Street, Liwan District, Guangzhou City, Guangdong Province, the People's Republic of China (the "PRC").
- The EGM was convened by the Board and was chaired by Mr. Yang Jun, the vice chairperson of the Board. The Company has 11 directors, of which 6 directors were present at the EGM. Mr. Li Chuyuan (the chairperson of the Board), Mr. Li Hong (an
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executive director and the general manager of the Company), Mr. Wu Changhai (an executive director and the standing deputy general manager), Mr. Chen Yajin (an independent non-executive director of the Company) and Mr. Huang Min (an independent non-executive director of the Company) were unable to attend the EGM. The Company has three supervisors, of which 2 were present at the EGM. Mr. Cheng Jinyuan, a supervisor of the Company was unable to attend the EGM. Ms. Huang Xuezhen, the secretary to the Board, was present at the EGM. Members of the middle and senior management together with the attesting lawyers and the scrutineer for the vote-taking were present at the EGM. The EGM was held in compliance with the relevant provisions of the Companies Law of the PRC (the "Companies Law") and the articles of association of the Company (the "Articles of Association").
- As at 28 July 2020 (the "Registration Date"), being the date for determining the Shareholders' entitlement to attend and vote at the EGM, there were a total of 1,625,790,949 shares of the Company in issue, of which 1,405,890,949 shares were A Shares, representing approximately 86.47% of the total number of shares in issue, and 219,900,000 shares were H Shares, representing approximately 13.53% of the total number of the shares of the Company in issue.
2. ATTENDANCE AT THE EGM AND THE POLL RESULTS
Attendance at the EGM
As at the Registration Date, the total number of shares of the Company in issue was 1,625,790,949 shares. The total number of shares of the Company entitling the shareholders to attend and vote on all the resolutions at the EGM was 1,625,790,949 shares, representing approximately 100% of the total number of shares in issue, as at the Registration Date.
Number of Shareholders who attended the meeting on-site (whether
in person or by proxies) or by way of network voting | 12 |
Including: total number of holders of A Shares | 11 |
total number of holders of H Shares | 1 |
Total number of voting shares | 959,106,896 |
Including: total number of voting A Shares | 898,823,496 |
total number of voting H Shares | 60,283,400 |
Percentage of the total number of voting shares to the total number | |
of issued shares | 58.99325 |
Including: percentage of the total number of voting A Shares | 55.28531 |
percentage of the total number of voting H Shares | 3.70794 |
There were no shares entitling the Shareholders to attend the EGM and abstain from voting in favour of the resolutions put to vote at the EGM as set out in Rule 13.40 of the HKLR. No Shareholder was required under the HKLR to abstain from voting on any resolution considered at the EGM.
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Poll results of the EGM
The resolutions proposed at the EGM were put to vote by way of poll, the results of which were as follows:
Voting | ||||||||||||
Total number of votes (%) | results | |||||||||||
For | Against | Abstained | Total | Resolution | ||||||||
was passed | ||||||||||||
No. | Resolutions | Number | Percentage | Number | Percentage | Number | Percentage | Number | or not | |||
Special Resolutions | ||||||||||||
1 | Resolution on proposal to the general meeting on grant of general mandate to the Company for issuing medium-term notes | |||||||||||
A Shares | 894,181,256 | 99.48352 | 4,642,240 | 0.51648 | 0 | 0.00000 | 898,823,496 | Passed | ||||
H Shares | 43,141,983 | 71.56528 | 17,109,117 | 28.38114 | 32,300 | 0.05358 | 60,283,400 | |||||
Total | 937,323,239 | 97.72876 | 21,751,357 | 2.26788 | 32,300 | 0.00337 | 959,106,896 | |||||
2 | Resolution on proposal to the general meeting on grant of general mandate to Guangzhou Pharmaceutical Company Limited, a controlling | |||||||||||
subsidiary of the Company, for issuing medium-term notes and super-short-term debentures | ||||||||||||
A Shares | 894,181,056 | 99.48350 | 4,642,440 | 0.51650 | 0 | 0.00000 | 898,823,496 | Passed | ||||
H Shares | 43,141,983 | 71.56528 | 17,109,117 | 28.38114 | 32,300 | 0.05358 | 60,283,400 | |||||
Total | 937,323,039 | 97.72874 | 21,751,557 | 2.26790 | 32,300 | 0.00337 | 959,106,896 | |||||
Ordinary Resolutions | ||||||||||||
3 | Resolution on re-appointment of WUYIGE Certified Public Accountants LLP as the auditors of the Company for year 2020 | |||||||||||
A Shares | 898,823,396 | 99.99999 | 100 | 0.00001 | 0 | 0.00000 | 898,823,496 | Passed | ||||
H Shares | 60,283,400 | 100.00000 | 0 | 0.00000 | 0 | 0.00000 | 60,283,400 | |||||
Total | 959,106,796 | 99.99999 | 100 | 0.00001 | 0 | 0.00000 | 959,106,896 | |||||
4 | Resolution on re-appointment of WUYIGE Certified Public Accountants LLP as the auditors for the internal control of the Company for year | |||||||||||
2020 | ||||||||||||
A Shares | 898,823,396 | 99.99999 | 100 | 0.00001 | 0 | 0.00000 | 898,823,496 | Passed | ||||
H Shares | 60,283,400 | 100.00000 | 0 | 0.00000 | 0 | 0.00000 | 60,283,400 | |||||
Total | 959,106,796 | 99.99999 | 100 | 0.00001 | 0 | 0.00000 | 959,106,896 |
Note: The percentages shown are rounded to the nearest 5 decimal places. The numbers may not add up to 100% due to rounding.
As more than two-thirds of the votes from the Shareholders who were entitled to attend and vote at the EGM were casted in favour of the special resolutions No. 1 and No.2 set out above, those special resolutions were duly passed as special resolutions.
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As more than one half of the votes from the Shareholders who were entitled to attend and vote at the EGM were casted in favour of the ordinary resolutions No. 3 and No. 4 set out above, those ordinary resolutions were duly passed as ordinary resolutions.
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PROCEEDINGS WITNESSED BY LAWYERS AND SCRUTINEER
Hong Kong Registrars Limited served as the scrutineer at the EGM for the purpose of vote- taking.
The EGM was witnessed by Mr. Zhang Xiaoyan and Ms. Zeng Si, the lawyers of Zhong Lun (Guangzhou) Law Firm, which issued its legal opinion confirming that the procedures for convening and holding of the EGM complied with the provisions of the Companies Law and the Articles of Association, and the eligibilities of the persons attending the EGM were lawful and valid. No new resolution was proposed by the Shareholders at the EGM. The voting procedures at the EGM complied with the PRC laws and regulations and the provisions of the Articles of Association. The resolutions passed at the EGM are lawful and valid. - DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available on the website of the Shanghai Stock Exchange at www.sse.com.cn from 28 August 2020: - the poll results of the EGM; and
- the PRC legal opinion in relation to the EGM issued by the PRC legal advisers to the Company.
The Board of
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited
Guangzhou, the PRC, 28 August 2020
As at the date of this announcement, the Board comprises Mr. Li Chuyuan, Mr. Yang Jun, Ms. Cheng Ning, Ms. Liu Juyan, Mr. Li Hong, Mr. Wu Changhai and Mr. Zhang Chunbo as executive directors, and Mr. Wong Hin Wing, Ms. Wang Weihong, Mr. Chen Yajin and Mr. Huang Min as independent non-executive directors.
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Guangzhou Baiyunshan Pharmaceutical Holdings Co. Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 12:48:05 UTC
