NEW RAY MEDICINE INTERNATIONAL HOLDING LIMITED 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.
New Ray Medicine International Holding Limited新銳醫藥國際控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 6108)
- PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
- PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; (3)PROPOSED REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME;
A notice convening the AGM to be held at 1/F., Town Health Technology Centre, 10-12 Yuen Shun Circuit, Siu Lek Yuen, Shatin, Hong Kong on Tuesday, 20 June 2017 at 9:00 a.m. is set out on pages AGM-1 to AGM-8 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed herein.
Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event by 9:00 a.m. (Hong Kong time) on Sunday, 18 June 2017 or not less than 48 hours before the time appointed for holding any adjourned AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.
18 May 2017
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . I-1 Appendix II - Details of the retiring Directors proposed to be re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"10% General Limit" the limit imposed under the rules of the Share Option
Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme, being 10% of the number of the issued shares of the Company as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not exceed 10% of the number of Shares in issue as at the date of approval of the proposed refreshment by the Shareholders
"AGM" the annual general meeting of the Company to be held at 1/F., Town Health Technology Centre, 10-12 Yuen Shun Circuit, Siu Lek Yuen, Shatin, Hong Kong on Tuesday, 20 June 2017 at 9:00 a.m., the notice of which is set out on pages AGM-1 to AGM-8 of this circular
"Board" the board of Directors
"Bye-laws" the bye-laws of the Company, as amended from time to time
"close associate(s)" has the meaning ascribed thereto in the Listing Rules
"Companies Act" the Companies Act 1981 of Bermuda, as amended from time to time
"Company" New Ray Medicine International Holding Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
"Director(s)" the director(s) of the Company
"Extension Mandate" a general and unconditional mandate proposed to be granted
to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
"General Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with Shares up to an amount equal to 20% of the total number of issued Shares as at the date of passing the resolution numbered 4 in the notice convening the AGM
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 15 May 2017, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Repurchase Mandate" a general and unconditional mandate proposed to be granted
to the Directors to exercise all powers of the Company to repurchase Shares which shall not exceed 10% of the total number of issued Shares as at the date of passing the resolution numbered 5 in the notice convening the AGM
"Rights Issue" the rights issue of 1,249,344,000 new Shares on the basis of three new Shares for every one Share in issue held on 9 February 2017 at the subscription price of HK$0.275 per new Share, the completion of which took place on 6 March 2017
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)" ordinary share(s) of HK$0.05 each in the share capital of the Company
"Share Consolidation" the consolidation of every five issued and unissued ordinary
share of par value of HK$0.01 each into one Share of HK$0.05 each, which became effective on 15 March 2016
"Share Option Scheme" the share option scheme adopted by the Company on 25
October 2013
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong
"%" per cent.
New Ray Medicine International Holding Limited新銳醫藥國際控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 6108)
Executive Directors:
Mr. Zhou Ling (Chairman)
Ms. Yang Fang (Chief Executive Officer)
Mr. Lee Chik Yuet
Independent non-executive Directors:
Mr. Ho Hau Cheung, BBS, MH Mr. Sung Hak Keung Andy Mr. Leung Chi Kin
To the Shareholders
Dear Sir or Madam
Registered office: Clarendon House 2 Church Street
Hamilton HM 11 Bermuda
Headquarters:
B-C, 37/F
Dikai International Center 19 Dangui Road Hangzhou, the PRC
Principal place of business in Hong Kong:
Room 517, 5th Floor
Town Health Technology Centre
Yuen Shun Circuit, Siu Lek Yuen Shatin, New Territories, Hong Kong
18 May 2017
- PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
- PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
- PROPOSED REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME
-
INTRODUCTION
The purpose of this circular is to provide you with information regarding (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the proposed re-election of Directors; and (iii) the refreshment of the 10% General Limit under the Share Option Scheme; and to give you notice of the AGM.
-
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The general mandates previously granted to the Directors to issue and repurchase Shares by the Shareholders at the annual general meeting of the Company held on 15 June 2016 will expire at the conclusion of the AGM. In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the grant of new general mandates to the Directors:
to allot, issue or deal with Shares of up to the aggregate of:
20% of the total number of issued Shares on the date of passing such resolution (i.e. 333,158,400 Shares assuming that the total number of issued Shares remains the same at 1,665,792,000 Shares from the Latest Practicable Date up to the date of passing such resolution); and
(if the Extension Mandate was granted) the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares on the date of passing such resolution (i.e. 166,579,200 Shares assuming that the total number of issued Shares remains the same at 1,665,792,000 Shares from the Latest Practicable Date up to the date of passing such resolution); and
to extend the General Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The General Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions numbered 4 and 5 in the notice of the AGM as set out on pages AGM-1 to AGM-8 of this circular.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. The explanatory statement for such purpose is set out in Appendix I to this circular.
-
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to Bye-law 84(1) of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.
Each of Mr. Lee Chik Yuet and Mr. Sung Hak Keung, Andy will retire at the AGM and not offer himself for re-election at the AGM in order to focus on his own personal business which requires more of his time and dedication. Mr. Ho Hau Cheung, BBS, MH and Mr. Leung Chi Kin will retire at the AGM and being eligible, will offer themselves for re-election at the AGM.
Particulars of Mr. Ho Hau Cheung, BBS, MH and Mr. Leung Chi Kin are set out in Appendix II to this circular.
-
PROPOSED REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME
Under the rules of the Share Option Scheme:
the maximum number of Shares which may be issued upon the exercise of all options that may be granted under the Share Option Scheme and any other share option schemes of the Company is subject to the 10% General Limit; and
the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time ("30% Overall Limit").
The Share Option Scheme was adopted on 25 October 2013. The Company may seek approval from the Shareholders in general meeting for the refreshment of the 10% General Limit so that the maximum number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall be re-set at 10% of the total number of Shares in issue as at the date of approval of the 10% General Limit as "refreshed". In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Limit as "refreshed".
The 10% General Limit has never been refreshed since its adoption on 25 October 2013 and the Company did not have any other share option schemes save for the Share Option Scheme as at the Latest Practicable Date.
Outstanding options since the approval of the 10% General LimitThe 10% General Limit as at the date of the adoption of the Share Option Scheme (as adjusted having taken into effect of the Share Consolidation) of 16,000,000 Shares has been utilised in full on 14 September 2016. On 14 September 2016, options entitling the holders thereof to subscribe for an aggregate of 16,000,000 Shares have been granted under the existing 10% General Limit. Taking into account the effect of the Rights Issue, the number of Shares to be allotted and issued upon the exercise of the options was adjusted from 16,000,000 Shares to 17,274,336 Shares, representing approximately 1.04% of the issued share capital of the Company as at the Latest Practicable Date. Such options have not been exercised, lapsed or cancelled and remained outstanding since their grant and up to the Latest Practicable Date.
Reasons for and benefits of the proposed refreshment of the 10% General Limit under the Share Option SchemeThe Directors consider that it is in the interests of the Company and the Shareholders as a whole to refresh the 10% General Limit so as to provide the Company with greater flexibility in granting share options to eligible participants under the Share Option Scheme, who, in the sole discretion of the Board, have made or may make contribution to the Group as well as to provide incentives to those persons and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct interest in attaining the long term business objectives of the Group. For these reasons, it is proposed that the Board shall seek the approval of the Shareholders by passing of an ordinary resolution for "refreshing" the 10% General Limit at the AGM.
Effect of the proposed refreshment of the 10% General Limit on the Company's shareholding structureAs at the Latest Practicable Date, the total number of Shares in issue was 1,665,792,000.
On the basis of 1,665,792,000 Shares being in issue as at the Latest Practicable Date and assuming that there will not be any change in the issued share capital of the Company prior to the AGM from the Latest Practicable Date, the maximum number of Shares which may be issued upon exercise of all share options that may be granted under the 10% General Limit so refreshed is 166,579,200 Shares.
Conditions for the proposed refreshment of 10% General Limit under the Share Option SchemeThe refreshment of the 10% General Limit is conditional upon:
the passing of an ordinary resolution by the Shareholders at the AGM to approve the proposed refreshment of the 10% General Limit under the Share Option Scheme; and
the Stock Exchange granting the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares as at the date of the AGM, which may fall to be allotted and issued pursuant to the exercise of the options that may be granted under the Share Option Scheme within the 10% General Limit so refreshed.
Application for listing
-
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages AGM-1 to AGM-8 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of Directors; and (iii) the refreshment of the 10% General Limit.
AGM.
In compliance with the Listing Rules, all resolutions will be voted on by way of a poll at the
As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquires, no Shareholder was required to abstain from voting on the resolutions to be proposed at the AGM under the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event by 9:00 a.m. (Hong Kong time) on Sunday, 18 June 2017 or not less than 48 hours before the time appointed for holding any adjourned AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
Closure of register of membersTo ascertain a member's entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 15 June 2017 to Tuesday, 20 June 2017 (both days inclusive), during which no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the AGM, all transfer documents, together with the relevant share certificates, must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. (Hong Kong time) on Wednesday, 14 June 2017.
-
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
-
RECOMMENDATION
The Directors consider that (i) the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the proposed re-election of Directors; and (iii) the proposed refreshment of the 10% General Limit are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
- GENERAL INFORMATION
Application will be made to the Stock Exchange for the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares as at the date of the AGM, which may fall to be allotted and issued pursuant to the exercise of the options to be granted under the Share Option Scheme within the 10% General Limit so refreshed.
Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of the Retiring Directors proposed to be re-elected at the AGM) to this circular.
Yours faithfully By order of the Board
New Ray Medicine International Holding Limited Lee Chik YuetExecutive Director
New Ray Medicine International Holding Ltd. published this content on 17 May 2017 and is solely responsible for the information contained herein.
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