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.
SHENZHEN HEPALINK PHARMACEUTICAL GROUP CO., LTD.
(深 圳 市 海 普 瑞 藥 業 集 團 股 份 有 限 公 司)
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9989)
ANNOUNCEMENT
RE-ELECTION OF DIRECTORS OF THE FIFTH SESSION
OF THE BOARD
RE-ELECTION OF SUPERVISORS OF
THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE
AND
AMENDMENT OF THE ARTICLES OF ASSOCIATION
A meeting of the board of directors (the "Board") of Shenzhen Hepalink Pharmaceutical Group Co., Ltd. (the "Company") was convened on July 31, 2020, at which, among others, the resolutions regarding (i) the re-election of directors of the fifth session of the Board and (ii) amendment of the articles of association of the Company (the "Articles of Association") were considered and approved. A meeting of the supervisory committee of the Company (the "Supervisory Committee") was also convened on July 31, 2020, at which, among others, a resolution regarding the re-election of supervisors of the fifth session of the Supervisory Committee was considered and approved.
The Board hereby announces that:
- RE-ELECTIONOF DIRECTORS OF THE FIFTH SESSION OF THE BOARD
Pursuant to Article 139 of the Articles of Association, the Board shall be elected at general meetings for a term of three years, which is renewable upon re-election when it expires. The Board has considered and resolved on July 31, 2020 to re-elect Mr. Li Li ("Mr. Li"), Ms. Li Tan ("Ms. Li"), Mr. Shan Yu ("Mr. Shan"), Mr. Sun Xuan ("Mr. Sun") and Mr. Bu Haihua ("Mr. Bu") as non-independent directors of the fifth session of the Board, and Dr. Lu Chuan, Mr. Chen Junfa and Mr. Wang Zhaohui as independent non-executive directors of the fifth session of the Board.
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The director candidates are currently directors of the Company. They will officially assume office when the resolution on election of the fifth session of the Board is considered and approved at the 2020 third extraordinary general meeting of the Company (the "EGM"), at which the fifth session of the Board will be established, with a term of office of 3 years expiring when the term of the fifth session of the Board ends, subject to retirement by rotation and re-election at the general meetings pursuant to the Articles of Association.
The biographical details of the director candidates to be re-elected at the EGM will be disclosed in a circular to be despatched to the shareholders.
Save as disclosed in the prospectus of the Company dated June 24, 2020 (the "Prospectus"), none of the director candidates held any other positions of the Company or its subsidiaries, nor did they hold any directorships in any other public companies within the three years prior to the date of their appointments, of which the securities are listed on any securities market in Hong Kong or overseas and nor did they have other major appointments and professional qualifications.
To the best knowledge of the Company, save as disclosed in the Prospectus, the director candidates do not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company, and do not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and have not been subject to any disciplinary action by the China Securities Regulatory Commission (the "CSRC") or any other relevant authorities or The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").
Save as disclosed in the Prospectus, there is no other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), nor are there any other matters that need to be brought to the attention of the shareholders of the Company, relating to the appointments of the director candidates.
The Company is of the view that Dr. Lu Chuan, Mr. Chen Junfa and Mr. Wang Zhaohui have satisfied the requirement of independence as set out in Rule 3.13 of the Listing Rules.
As at the date of this announcement, the Company has not entered into any service contract with the director candidates in relation to the appointment of directors to the fifth session of the Board. Upon approval of the appointment of the director candidates at the EGM, the Company will enter into appointment letters with the directors.
If appointed, the non-independent directors, namely Mr. Li, Ms. Li, Mr. Sun and Mr. Shan and Mr. Bu, will receive a remuneration comprising basic salary, discretionary bonus and statutory social security benefits from the Company, the amount of which will be determined in accordance with the Articles of Association and relevant regulations after taking into consideration of the assessment of the operating performance for the year. The Board has resolved that the remuneration of the independent non-executive directors of the fifth session of the Board shall be RMB100,000 per year (inclusive of taxes), which shall be paid monthly in accordance with the actual months of service. Expenses incurred by the independent non- executive directors in performing their duties, such as participating in required trainings and Board meetings, shareholders' meetings and committee meetings shall be reimbursed by the Company. The above remuneration policy of the independent non-executive directors is subject to the approval by the shareholders at the EGM.
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- RE-ELECTIONOF SUPERVISORS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE
Pursuant to Article 184 of the Articles of Association, the supervisors who are persons other than employees' representatives of the Company shall be elected at general meetings for a term of three years, which is renewable upon re-election when it expires. The Supervisory Committee has considered and resolved to re-elect Mr. Zheng Zehui ("Mr. Zheng") and Ms. Tang Haijun ("Ms. Tang"), as candidates for the supervisors of the fifth session of the Supervisory Committee.
An ordinary resolution will be proposed at the EGM by Supervisory Committee to consider and approve the appointment of each supervisor candidate listed above.
Mr. Zheng and Ms. Tang are currently supervisors of the Company. They will officially assume office when the resolution on election of the candidates of supervisors of the fifth session of the Supervisory Committee is considered and approved at the EGM, at which the fifth session of the Supervisory Committee will be established, with a term of office of 3 years expiring when the term of the fifth session of the Supervisory Committee ends, subject to retirement by rotation and re-election at the general meetings pursuant to the Articles of Association.
The biographical details of the supervisor candidates to be re-elected at the EGM will be disclosed in a circular to be despatched to the shareholders.
Save as disclosed in the Prospectus, none of Mr. Zheng and Ms. Tang held any other positions of the Company or its subsidiaries, nor did they hold any directorships in any other public companies within the three years prior to the date of their appointments, of which the securities are listed on any securities market in Hong Kong or overseas and nor did they have other major appointments and professional qualifications.
To the best knowledge of the Company, save as disclosed in the Prospectus, Mr. Zheng and Ms. Tang do not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company, and do not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and have not been subject to any disciplinary action by the CSRC or any other relevant authorities or the Hong Kong Stock Exchange.
Save as disclosed in the Prospectus, there is no other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company, relating to the appointments of Mr. Zheng and Ms. Tang.
As at the date of this announcement, the Company has not entered into any service contract with the supervisor candidates in relation to the appointment of supervisors to the fifth session of the Supervisory Committee. Upon approval of the appointment of the supervisor candidates at the EGM, the Company will enter into appointment letters with the supervisors. The appointed supervisors will not be entitled to any remuneration from the Company in respect of their service as supervisors of the Company.
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The fifth session of the Supervisory Committee will consist of Mr. Zheng, Ms. Tang and one employee representative supervisor. The employee supervisor shall be democratically elected at the employee representatives' general meeting of the Company and the election is not subject to the shareholders' approval. The Company will publish an announcement when relevant resolution is passed by the employee representatives' general meeting and takes effect.
III. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board proposes to amend to the Articles of Association as follows:
Existing Terms of | Proposed Amendments to |
the Articles of Association | the Articles of Association |
Article 51 Change of the register of | Article 51 Where laws, administrative |
shareholders arising from share transfer | regulations, departmental rules, normative |
shall not be registered within 30 days before | documents, the relevant stock exchange |
convening of a Shareholders' general meeting | where the Company's shares are listed |
or within 5 days prior to the record date for | or regulators stipulate on the period of |
the purpose of dividend allocation by the | closure of the register of members prior |
Company. | to a general meeting or the record date |
set by the Company for the purpose of | |
distribution of dividends, such provisions | |
shall prevail. | |
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Article 97A Shareholders' general meeting | Article 97 A Shareholders' general meeting |
shall be convened by the Board of Directors, | shall be convened by the Board of Directors, |
and chaired by the chairman of the Board. | and chaired by the chairman of the Board. |
In the event that the chairman is incapable | In the event that the chairman is incapable |
of performing or is not performing his/her | of performing or is not performing his/her |
duties, the meeting shall be presided over by | duties, the meeting shall be presided over by |
the vice chairman. In the event that the vice | the vice chairman. In the event that the vice |
chairman is incapable of performing or is not | chairman is incapable of performing or is not |
performing his/her duties, a director jointly | performing his/her duties, a director jointly |
nominated by half or more of the directors | nominated by half or more of the directors |
shall preside over the meeting. | shall preside over the meeting. |
A Shareholders' general meeting convened | A Shareholders' general meeting convened |
by the Supervisory Committee shall be | by the Supervisory Committee shall be |
chaired by the chairman of the Supervisory | chaired by the chairman of the Supervisory |
Committee. Where the chairman of the | Committee. Where the chairman of the |
Supervisory Committee is incapable of | Supervisory Committee is incapable of |
performing or is not performing his/her duties, | performing or is not performing his/her duties, |
a supervisor jointly recommended by more | a supervisor jointly recommended by more |
than one half of the supervisors shall chair the | than one half of the supervisors shall chair the |
meeting. | meeting. |
A Shareholders' general meeting convened by | A Shareholders' general meeting convened by |
the shareholders themselves shall be chaired | the shareholders themselves shall be chaired |
by a representative elected by the convener. | by a representative elected by the convener. |
If for any reason the convener fails to elect | If for any reason the convener fails to elect |
a chairperson, the shareholder (including | a chairperson, the shareholder (including |
proxy thereof) holding the most voting shares | proxy thereof) holding the most voting shares |
thereat shall chair the meeting. | thereat shall chair the meeting (other than |
HKSCC Nominees). | |
When a Shareholders' general meeting is | |
held and the chairperson violates the Articles | When a Shareholders' general meeting is |
of Association or rules of procedure for | held and the chairperson violates the Articles |
Shareholders' general meetings which makes | of Association or rules of procedure for |
it difficult for the Shareholders' general | Shareholders' general meetings which makes |
meeting to continue, a person may be elected | it difficult for the Shareholders' general |
at the Shareholders' general meeting to act | meeting to continue, a person may be elected |
as the chairperson, subject to the approval of | at the Shareholders' general meeting to act |
more than half of the attending shareholders | as the chairperson, subject to the approval of |
with voting rights. | more than half of the attending shareholders |
with voting rights. | |
Save for the aforementioned articles, the contents of other articles in the Articles of Association remain unchanged.
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The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.
The proposed amendments to the Articles of Association are subject to the approval of the shareholders at the EGM by way of a special resolution.
IV. CIRCULAR
A circular containing, among other things, further details regarding the re-election of directors of the fifth session of the Board, the re-election of supervisors of the fifth session of the Supervisory Committee, the amendment of the Articles of Association and a notice of the EGM will be dispatched to the shareholders in due course.
By Order of the Board of Directors
Shenzhen Hepalink Pharmaceutical Group Co., Ltd.
Li Li
Chairman
Shenzhen, the PRC
July 31, 2020
As at the date of this announcement, the executive directors of the Company are Mr. Li Li, Ms. Li Tan, Mr. Shan Yu, Mr. Sun Xuan and Mr. Bu Haihua; and the independent non-executive directors of the Company are Dr. Lu Chuan, Mr. Chen Junfa and Mr. Wang Zhaohui.
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Shenzhen Hepalink Pharmaceutical Group Co. Ltd. published this content on 31 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 July 2020 12:06:11 UTC