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.
The Board is pleased to announce that the Resolutions set out
in the EGM Notice were duly approved by way of poll at the
EGM of the Company held on October 19, 2012.
References are made to the announcement of China
Pharmaceutical Group Limited (the "Company") dated June 26,
2012 and the circular of the Company dated September 27, 2012
(the " Circular") in relation to, among other things, the
Acquisition and the Capital Increase and the notice of
extraordinary general meeting (the "EGM") of the Company
dated September 27, 2012 (the "EGM Notice"). Unless otherwise
defined or the context otherwise requires, capitalized terms
used in this announcement shall have the same meanings as
those defined in the Circular.
The Board is pleased to announce that the resolutions set out
in the EGM Notice (the "Resolutions")
were duly approved by way of poll at the EGM held on October
19, 2012.
Tricor Secretaries Limited, the Company's Hong Kong Share
Registrar, was appointed as the scrutineer for the purpose of
vote-taking at the EGM.
The total number of shares entitling the shareholders of the
Company to attend and vote for or against Resolution No. 1 at
the EGM was 1,529,766,661 shares, which was the total number
of issued and fully paid-up shares of the Company at the date
of the EGM.
In respect of Resolution No. 2, the Seller's Associates,
namely, MGL, CCPCL, Mr. Cai Dongchen and Mr. Chak Kin Man
who, in aggregate, beneficially held 842,960,393 Shares,
representing approximately 55.10% of the issued share capital
of the Company as at the date of the EGM, were required to
abstain and did abstain from voting on Resolution No. 2 at
the EGM. The total number of Shares entitling the Independent
Shareholders to attend the EGM and vote for or against
Resolution No. 2 was 686,806,268.
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Save as disclosed above, there were no Shares entitling the
Shareholders to attend and abstain from voting in favour of
the Resolutions as set out in Rule 13.40 of the Listing Rules
and there were no Shareholders that were required to abstain
from voting on any Resolutions at the EGM under the Listing
Rules.
The poll results in respect of each of the Resolutions were
as follows:
Ordinary Resolutions (Note) | Number of Votes (%) | ||
Ordinary Resolutions (Note) | For | Against | |
1 | (a) To approve the increase in the authorized share c a p i t a l o f t h e C o m p a n y f r o m HK$ 3 0 0 , 0 0 0 , 0 0 0 divided into 3,000,000,000 shares of HK$0.10 e a c h (" Share s " ) t o HK$3,000,000,000 di vi de d i n t o 3 0 , 0 0 0 , 0 0 0 , 0 0 0 Sh a r e s b y t h e c r e a t i o n o f 27,000,000,000 additional Shares and to authorize any one director of the Company (each a "Director") to do all things he or she in his or her sole and absolute discretion deems necessary and appropriate to effect and implement the same. | 1,008,967,463 (99.44%) | 5,703,600 (0.56%) |
2 | (a) To approve, confirm and ratify the sale and purchase agreement dated June 17, 2012 (as amended and supplemented by the amendment agreement dated September 24, 2012 and otherwise from time t o t i m e , t he " Sal e and P ur c hase Agr ee me nt " ) entered into among the Company, Joyful Horizon Limited (the " Seller ") and Massive Top Limited (the " Guaran tor ") in relation to the acquisition of the e nt i re issued share c apit a l of Robust Sun Holdings Limited (the "Target"), whereby the Seller h a s a g r e e d t o se l l , a n d t h e C o m p a n y h a s a g r e e d to purchase the entire issued share capital of the Target beneficially at an aggregate consideration of HK$8,980,000,000 upon the terms and subject to the conditions therein contained (the "Acquisition"); (b) to approve the creation and issue by the Company of the Convertible Bonds (as defined in the circular dated September 27, 2012 despatched to the shareholders of the Company (the " Circular ")) t o t he Se l le r (or, at t he Se l le r's request, to the Guarantor or its wholly owned subsidiaries) upon the completion of the Acquisition in accordance with the Sale and Purchase Agreement in an aggregate principal amount of US$860,032,747.40 (subject to adjustment); | 225,481,070 (97.53%) | 5,703,600 (2.47%) |
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(c) to approve the allotment and issue of new Shares of the Company upon the exercise of the conversion ri ghts a t t ac hi ng t o t he Conve rt i bl e Bonds at the initial conversion price of HK$2.15 (subject to adjustment); (d) to approve the allotment and issue of 1,195,655,037 Consideration Shares (as defined in the Circular) at the issue price of HK$1.90 per Share to the Seller (or, at the Seller's request, to the Guarantor or its wholly owned subsidiaries) upon the completion of the Acquisition in accordance with the Sale and Purchase Agreement; and (e) to authorize any Director to do such acts and things, to sign and execute all such further documents and to take such steps as he may consider necessary, appropriate, desirable or expedient in connection wi t h t he Sa l e a n d Pu rc h a se Agr e e m e n t or a n y transactions contemplated under the Sale and Pu r c h a se Ag r e e m e n t a n d / o r t o a g r e e t o su c h variations, amendments, or waiver of matters relating thereto as are, in the opinion of such Director, in the interest of the Company. |
Note: The full text of the Resolutions is set out in the EGM Notice.
For and on behalf of the Board
China Pharmaceutical Group Limited Cai DongchenChairman
Hong Kong, October 19, 2012
As at the date of this announcement, the Board comprises Mr. Cai Dongchen, Mr. Feng Zhenying, Mr. Chak Kin Man, Mr. Pan Weidong, Mr. Zhao John Huan, Mr. Wang Shunlong, Mr. Wang Huaiyu, Mr. Lu Jianmin and Mr. Wang Zhenguo as executive directors; Mr. Lee Ka Sze, Carmelo as non- executive director and Mr. Huo Zhenxing, Mr. Qi Moujia, Mr. Guo Shichang and Mr. Chan Siu Keung, Leonard as independent non-executive directors.
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