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Sinopharm Group Co. Ltd. Proxy Solicitation & Information Statement 2017

Dec 1, 2017

49684_rns_2017-12-01_1769d992-72ad-4c59-94f0-53295ae6a115.pdf

Proxy Solicitation & Information Statement

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SINOPHARM GROUP CO. LTD.[*]

(A joint stock limited company incorporated in the People’s Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司 ) (Stock Code: 01099)

SUPPLEMENTAL FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 18 DECEMBER 2017

Number of shares to which this supplemental form of proxy relates [(Note][1)]

I/We [(Note][2)]

of (address) being the holder(s) of domestic shares/H shares [(Note][3)] of RMB1.00 each in the share capital of Sinopharm Group Co. Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or (Note 4)

of (address)

as my/our proxy(ies) to attend the extraordinary general meeting of the Company to be held at Meeting Room 1813, Sinopharm Plaza, No. 1001 Zhongshan West Road, Changning District, Shanghai, the People’s Republic of China (the “ PRC ”) at 9:30 a.m. on Monday, 18 December 2017 (the “ EGM ”) or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolution set out in the supplement notice of the EGM dated 1 December 2017 (the “ Supplemental Notice ”) as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

ORDINARY RESOLUTION [(see][Note][A)] FOR [(Note][5)] AGAINST [(Note][5)]

  1. To consider and, if thought fit, to approve the appointment of Mr. Liu Yong as an executive director of the fourth session of the Board, and to authorize the chairman of the Board or any executive director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.

Note A: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the Supplemental Notice.

Dated this

day of , 2017 Signature [(Note][6)] :

Notes:

  1. Please insert the number of shares of the Company registered in your name(s) to which this supplemental form of proxy relates. If a number is inserted, this supplemental form of proxy will be deemed to relate only to those shares. If no number is inserted, the supplemental form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

  2. Please insert the full name(s) (in English or Chinese) and address(es) as registered in the register of members of the Company in block letters.

  3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

  4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this supplemental form of proxy must be initialed by the person(s) who sign(s) it.

  5. Important: If you wish to vote for any resolution, please put a tick in the box marked “ FOR ” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “ AGAINST ” or insert the number of shares held by you. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice of the EGM.

  6. This supplemental form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must be either executed under its seal or under the hand of its director or other attorney duly authorised to sign the same. In case of joint holders, this supplemental form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

  7. To be valid, for holders of H shares of the Company, this supplemental form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM. For holders of domestic shares of the Company, this supplemental form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Board Office of the Company in the PRC at Room 1603, Sinopharm Plaza, No. 1001 Zhongshan West Road, Changning District, Shanghai 200051 not less than 24 hours before the time appointed for holding the EGM.

  8. In the case of joint holders of shares of the Company, only holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the EGM either in person or by proxy in respect of such shares.

  9. The EGM is expected to be held for less than half a day. Shareholders and their proxies who attend the meeting shall arrange for their own transportation and accommodation at their own expenses. Shareholders shall produce their identity documents when attending the EGM.

  10. This supplemental form of proxy is the supplemental proxy form for the purpose of the supplemental resolution set out in the Supplemental Notice dated 1 December 2017 and only serves as a supplement to the original form of proxy for the EGM.

  11. This supplemental form of proxy will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the notice of EGM dated 3 November 2017. If you have validly appointed a proxy to attend and act for you at the EGM but do not duly complete and deliver this supplemental form of proxy, your proxy will be entitled to vote at the discretion on the ordinary resolution 2 set out in the Supplemental Notice dated 1 December 2017. If you do not duly complete and deliver the original form of proxy for the EGM but have duly completed and delivered this supplemental form of proxy and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at the discretion on all the resolutions set out in the notice of the EGM dated 3 November 2017.

  12. If the proxy being appointed to attend the EGM under this supplemental form of proxy is different from the proxy appointed under the original form of proxy and both proxies attended the EGM, the proxy validly appointed under the original form of proxy shall be designated to vote at the EGM.

  13. The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.