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.

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)
  1. POLL RESULTS OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING, THE DOMESTIC SHAREHOLDERS' CLASS MEETING AND THE H SHAREHOLDERS' CLASS MEETING HELD ON 5 SEPTEMBER 2017;
  2. CHANGE OF SUPERVISOR;
  3. RESIGNATION OF NON-EXECUTIVE DIRECTOR
(1) POLL RESULTS OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING, THE DOMESTIC SHAREHOLDERS' CLASS MEETING AND THE H SHAREHOLDERS' CLASS MEETING HELD ON 5 SEPTEMBER 2017

Reference is made to the circular (the "Circular") of the Charmacy Pharmaceutical Co., Ltd. (the "Company") dated 15 August 2017 and the notices dated 20 July 2017 of the Company regarding the 2017 first extraordinary general meeting (the "EGM"), the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting (the "Class Meetings") held on Tuesday, 5 September 2017. Terms used but not defined in this announcement shall have the same meanings as defined in the Circular.

The Board of the Company is pleased to announce that the EGM and the Class Meetings were held on Tuesday, 5 September 2017 at Conference Room on 3rd Floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the People's Republic of China.

As at the date of the EGM and the Class Meetings, the total number of Shares entitling the holders to attend and vote for or against the resolutions (other than ordinary resolution numbered (9)) at the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting were 108,000,000 Shares, 80,000,000 Domestic Shares and 28,000,000 H Shares, respectively. As explained in the Circular, pursuant to the Shenzhen Listing Rules, Guangzhou Pharmaceutical Baiyunshan Hong Kong Company Limited ("Guangzhou Baiyunshan (HK)"), who held 7,906,500 H Shares, representing 7.32% of the issued share capital of the Company as at the date of the EGM, was required to abstain from voting in relation to the ordinary resolution numbered 9. Accordingly, there were in aggregate 100,093,500 Shares entitling the holders of which to attend and vote for or against the ordinary resolution numbered 9 at the EGM.

The Shareholders in attendance either in person or by proxy at the EGM, held a total of 97,827,000 Shares, representing 90.58% of the Company's total Shares with voting rights. The holders of the Domestic Shares in attendance either in person or by proxy at the Domestic Shareholders' Class Meeting, held a total of 80,000,000 Domestic Shares, representing 100% of the Company's total Domestic Shares with voting rights. The holders of H Shares in attendance either in person or by proxy at the H Shareholders' Class Meeting, held a total of 17,827,000 H Shares, representing 63.67% of the Company's total H Shares with voting rights. Save as disclosed above, there were no Shares of the Company entitling the holders to attend and abstain from voting in favour of the resolutions proposed at the EGM or the Class Meetings and no Shareholder was required to abstain from voting at the EGM or the Class Meetings. No party has stated his or her intention in the Circular to vote against the resolutions proposed at the EGM or the Class Meetings or to abstain from voting.

The EGM and the Class Meetings were legally and validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. The EGM and the Class Meetings were chaired by Yao Chuanglong, an executive Director and the chairman (the "Chairman") of the Board.

Poll Results of the EGM

At the EGM, the following resolutions were considered and approved by way of poll, and the poll results of the votes are as follows:

Ordinary Resolutions

Number of votes cast and percentage of total number of votes cast

FOR

AGAINST

ABSTAIN

1.

To consider and approve the proposed amendments to the rules of procedures of general meetings of the Company

97,827,000

(100%)

0

(0%)

0

(0%)

2.

To consider and approve the proposed amendments to the rules of procedures of the board (the "Board") of directors (the "Directors") of the Company

97,827,000

(100%)

0

(0%)

0

(0%)

3.

To consider and approve the proposed amendments to the administration system of related transactions

97,827,000

(100%)

0

(0%)

0

(0%)

4.

To consider and approve the proposed amendments to the administration system of external guarantee

97,827,000

(100%)

0

(0%)

0

(0%)

5.

To consider and approve the proposed amendments to the administration system of external investment

97,827,000

(100%)

0

(0%)

0

(0%)

Ordinary Resolutions

Number of votes cast and percentage of total number of votes cast

FOR

AGAINST

ABSTAIN

6.

To consider and approve the proposed amendments to the system concerning the duties of independent Directors

97,827,000

(100%)

0

(0%)

0

(0%)

7.

To consider and approve the formulation of the administration system of raised funds

97,827,000

(100%)

0

(0%)

0

(0%)

8.

To consider and approve the formulation of the administration system of prevention of major shareholders and related parties from occupying funds

97,827,000

(100%)

0

(0%)

0

(0%)

9.

To consider and approve the projected daily related transactions of the Company in 2017

97,827,000

(100%)

0

(0%)

0

(0%)

10.

To consider and approve the proposed re-modification of the use of proceeds from the global offering

97,827,000

(100%)

0

(0%)

0

(0%)

11.

To consider and approve the appointment of Mr. Lin Zhijie as the shareholders' representative supervisor of the first session of the supervisory committee of the Company to hold office from the date on which this resolution is passed until the end of the first session of the supervisory committee of the Company and to authorise any one executive Director to enter into a service contract on behalf of the Company with Mr. Lin Zhijie to comply with such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters

97,827,000

(100%)

0

(0%)

0

(0%)

Special Resolutions

Number of votes cast and percentage of total number of votes cast

FOR

AGAINST

ABSTAIN

12.

To consider and approve the proposal of the Company's application of public offering and listing of Renminbi Ordinary Shares (the "A Shares") (the "A Share Offering") (the following resolutions to be voted item by item)

12.1

classes of shares

97,827,000

0

0

(100%)

(0%)

(0%)

12.2

nominal value per share

97,827,000

0

0

(100%)

(0%)

(0%)

12.3

proposed stock exchange for the

97,827,000

0

0

listing of the A Shares

(100%)

(0%)

(0%)

12.4

proposed offering size

97,827,000

0

0

(100%)

(0%)

(0%)

12.5

target subscriber

97,827,000

0

0

(100%)

(0%)

(0%)

12.6

method of offering

97,827,000

0

0

(100%)

(0%)

(0%)

12.7

pricing methodology

97,827,000

0

0

(100%)

(0%)

(0%)

12.8

form of underwriting

97,827,000

0

0

(100%)

(0%)

(0%)

12.9

conversion into a joint stock company

97,827,000

0

0

with limited liability and domestically

(100%)

(0%)

(0%)

and overseas listed shares

12.10

validity period of the resolutions for

97,827,000

0

0

the proposal of the A Share Offering

(100%)

(0%)

(0%)

13.

To consider and approve the proposed

97,827,000

0

0

amendments to the (draft) articles of

(100%)

(0%)

(0%)

association of the Company

14.

To consider and approve the

97,827,000

0

0

feasibility plan on the investment

(100%)

(0%)

(0%)

projects using the proceeds from the

A Share Offering

Chuangmei Pharmaceutical Co. Ltd. published this content on 05 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 September 2017 15:12:03 UTC.

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