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.
北京市春立正達醫療器械股份有限公司
Beijing Chunlizhengda Medical Instruments Co., Ltd.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1858)
ANNOUNCEMENT ON POLL RESULTS OF THE EGM, DOMESTIC SHAREHOLDERS' CLASS MEETING AND THE H SHAREHOLDERS' CLASS MEETING
Reference is made to the circular of Beijing Chunlizhengda Medical Instruments Co., Ltd.* (the "Company") dated 24 July 2020 (the "Circular"), the notice of the EGM dated 24 July 2020, the notice of class meeting for holders of Domestic Shares dated 24 July 2020 and the notice of class meeting for holders of H Shares dated 24 July 2020 (collectively, the "Notices"). Unless otherwise indicated, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the Notices.
CONVENING AND ATTENDANCE OF THE MEETINGS
The EGM, Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting (collectively, the "Meetings") of the Company were held at 9:30 a.m., 10:30 a.m. and 11:00 a.m. respectively on Monday, 10 August 2020 at No. 10 Xinmi Xi Er Road, Southern District of Tongzhou Economic Development Zone, Tonghou District, Beijing, the PRC.
The Meetings were convened by the board of directors of the Company (the "Board") and chaired by Mr. Shi Chunbao, chairman of the Board. Voting at the Meetings were conducted by a registered poll onsite. Wuyige Certified Public Accountants LLP, the Company's auditor, was appointed by the Company as the scrutineer for the voting.
The convening of the Meetings was in compliance with the requirements of the applicable laws and regulations of the PRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the articles of association of the Company.
- For identification purposes only
- 1 -
The total number of issued Shares of the Company as at the date of the EGM was 345,852,000 Shares, which was the total number of eligible shares that entitled the Shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the EGM. The total number of issued Domestic Shares of the Company as at the date of the Domestic Shareholders' Class Meeting was 250,000,000 Shares, which was the total number of Shares entitling the Domestic Shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the Domestic Shareholders' Class Meeting. The total number of issued H Shares of the Company as at the date of the H Shareholders' Class Meeting was 95,852,000 Shares, which was the total number of Shares entitling the H Shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the H Shareholders' Class Meeting.
No party has stated its intention in the Circular that it would vote against any resolution or that it would abstain from voting at the Meetings.
To the best knowledge, information and belief of the directors of the Company, there was no restriction on any shareholder casting votes on any of the proposed resolution at the Meetings. There were no Shares entitling the Shareholders to attend the Meetings and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules and no Shareholders were required under the Listing Rules to abstain from voting at the Meetings.
Details about the attendance of the shareholders and their authorized proxies at the Meetings are set out as follows:
Number of | Total | Percentage | ||
number of | of the total | |||
shareholders | the Domestic | number of | ||
and authorized | Shares/H | Domestic | ||
proxies | Shares | Shares/ | ||
attending | held by the | H Shares of | ||
Class of Shares | the Meetings | attendees | the Company | |
The EGM | Domestic Shares | 2 | 209,133,335 | 60.47% |
H Shares | 1 | 30,378,566 | 8.78% | |
The Domestic | Domestic Shares | 2 | 209,133,335 | 83.65% |
Shareholders' | ||||
Class Meeting | ||||
The H Shareholders' | H Shares | 1 | 36,494,316 | 38.07% |
Class Meeting |
- 2 -
POLL RESULTS OF THE EGM
The results of the poll conducted at the EGM were as follows:
Number of votes & percentage of | ||||
Special resolutions | the total voting shares at the EGM (%) | |||
For | Against | Abstained | ||
1. proposal of the A Share Offering | ||||
(a) Class of Shares to be issued | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(b) Nominal value of Shares | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(c) Number of A Shares to be issued | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(d) Pricing methodology | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(e) Method of issue | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(f) Target of subscribers | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(g) Form of underwriting | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(h) Place of listing | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
(i) Valid period of the resolution | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. | proposal on the use of proceeds from | 237,745,401 | 1,766,500 | 0 |
the Company's A Share Offering and | (99.26%) | (0.74%) | (0%) | |
feasibility analysis | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. | ||||
3. | proposal on distribution of accumulated | 237,745,401 | 1,766,500 | 0 |
profits before the A Share Offering | (99.26%) | (0.74%) | (0%) | |
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. |
- 3 -
Number of votes & percentage of | |||||
Special resolutions | the total voting shares at the EGM (%) | ||||
For | Against | Abstained | |||
4. | proposal on granting authorization | 237,745,401 | 1,766,500 | 0 | |
t o t h e B o a r d a n d i t s a u t h o r i z e d | (99.26%) | (0.74%) | (0%) | ||
representatives to fully handle the | |||||
specific matters in relation to the A | |||||
Share Offering | |||||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
5. | proposed amendments to the Articles of | 237,677,151 | 1,834,750 | 0 | |
Association | (99.23%) | (0.77%) | (0%) | ||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
Number of votes & percentage of | |||||
Ordinary resolutions | the total voting shares at the EGM (%) | ||||
For | Against | Abstained | |||
6. | proposal on undertakings in connection | 237,745,401 | 1,766,500 | 0 | |
with the matters about the A Share | (99.26%) | (0.74%) | (0%) | ||
Offering and corresponding restrictive | |||||
measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
7. | proposal on the analysis on remedying | 237,745,401 | 1,766,500 | 0 | |
the impacts of the dilution of current | (99.26%) | (0.74%) | (0%) | ||
return as a result of the A Share | |||||
Offering and the responsive measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
8. | proposal on the three-year shareholder | 237,745,401 | 1,766,500 | 0 | |
dividend return plan after the A Share | (99.26%) | (0.74%) | (0%) | ||
Offering | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
9. | rules of procedures of the general | 237,745,401 | 1,766,500 | 0 | |
meetings | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
- 4 -
Number of votes & percentage of | |||||
Ordinary resolutions | the total voting shares at the EGM (%) | ||||
For | Against | Abstained | |||
10. | rules of procedures of the Board | 237,745,401 | 1,766,500 | 0 | |
meetings | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
11. | management measures for use of | 237,745,401 | 1,766,500 | 0 | |
proceeds | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
12. | management measures for information | 237,745,401 | 1,766,500 | 0 | |
disclosure matters | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
13. | management measures for provision of | 237,745,401 | 1,766,500 | 0 | |
external guarantees | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
14. | working systems for independent | 237,745,401 | 1,766,500 | 0 | |
directors | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
15. | measures for administration of related | 237,745,401 | 1,766,500 | 0 | |
party transactions | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
16. | management system for regulating fund | 237,745,401 | 1,766,500 | 0 | |
transactions between related parties | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
17. | investor relations management system | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | |||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
- 5 -
Number of votes & percentage of | |||||
Ordinary resolutions | the total voting shares at the EGM (%) | ||||
For | Against | Abstained | |||
18. | external investment management system | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | |||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
19. | implementing rules of the cumulative | 237,745,401 | 1,766,500 | 0 | |
voting system | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
20. | internal control system | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | |||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
21. | internal audit system | 237,745,401 | 1,766,500 | 0 | |
(99.26%) | (0.74%) | (0%) | |||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
22. | rules of procedures of the meeting of | 237,745,401 | 1,766,500 | 0 | |
Supervisory Committee | (99.26%) | (0.74%) | (0%) | ||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
- 6 -
POLL RESULTS OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING
The results of the poll conducted at the Domestic Shareholders' Class Meeting were as follows:
Number of votes & percentage of | |||
the total voting shares at the | |||
Special resolutions | Domestic Shareholders' Class Meeting | ||
(%) | |||
For | Against | Abstained | |
1. proposal of the A Share Offering
(a) Class of Shares to be issued | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(b) Nominal value of Shares | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(c) Number of A Shares to be issued | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(d) Pricing methodology | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(e) Method of issue | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(f) Target of subscribers | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(g) Form of underwriting | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(h) Place of listing | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
(i) Valid period of the resolution | 209,133,335 | 0 | 0 |
(100%) | (0%) | (0%) | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. | proposal on the use of proceeds from | 209,133,335 | 0 | 0 |
the Company's A Share Offering and | (100%) | (0%) | (0%) | |
feasibility analysis | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. | ||||
3. | proposal on distribution of accumulated | 209,133,335 | 0 | 0 |
profits before the A Share Offering | (100%) | (0%) | (0%) | |
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. |
- 7 -
Number of votes & percentage of | |||||
the total voting shares at the | |||||
Special resolutions | Domestic Shareholders' Class Meeting | ||||
(%) | |||||
For | Against | Abstained | |||
4. | proposal on granting authorization | 209,133,335 | 0 | 0 | |
t o t h e B o a r d a n d i t s a u t h o r i z e d | (100%) | (0%) | (0%) | ||
representatives to fully handle the | |||||
specific matters in relation to the A | |||||
Share Offering | |||||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
5. | proposed amendments to the Articles of | 209,133,335 | 0 | 0 | |
Association | (100%) | (0%) | (0%) | ||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
Number of votes & percentage of | |||||
the total voting shares at the | |||||
Ordinary resolutions | Domestic Shareholders' Class Meeting | ||||
(%) | |||||
For | Against | Abstained | |||
6. | proposal on undertakings in connection | 209,133,335 | 0 | 0 | |
with the matters about the A Share | (100%) | (0%) | (0%) | ||
Offering and corresponding restrictive | |||||
measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
7. | proposal on the analysis on remedying | 209,133,335 | 0 | 0 | |
the impacts of the dilution of current | (100%) | (0%) | (0%) | ||
return as a result of the A Share | |||||
Offering and the responsive measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
8. | proposal on the three-year shareholder | 209,133,335 | 0 | 0 | |
dividend return plan after the A Share | (100%) | (0%) | (0%) | ||
Offering | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
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POLL RESULTS OF THE H SHAREHOLDERS' CLASS MEETING
The results of the poll conducted at the H Shareholders' Class Meeting were as follows:
Number of votes & percentage of | ||||
Special resolutions | the total voting shares at the | |||
H Shareholders' Class Meeting (%) | ||||
For | Against | Abstained | ||
1. proposal of the A Share Offering | ||||
(a) Class of Shares to be issued | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(b) Nominal value of Shares | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(c) Number of A Shares to be issued | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(d) Pricing methodology | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(e) Method of issue | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(f) Target of subscribers | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(g) Form of underwriting | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(h) Place of listing | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
(i) Valid period of the resolution | 34,727,816 | 1,766,500 | 0 | |
(95.16%) | (4.84%) | (0%) | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. | proposal on the use of proceeds from | 34,727,816 | 1,766,500 | 0 |
the Company's A Share Offering and | (95.16%) | (4.84%) | (0%) | |
feasibility analysis | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. | ||||
3. | proposal on distribution of accumulated | 34,727,816 | 1,766,500 | 0 |
profits before the A Share Offering | (95.16%) | (4.84%) | (0%) | |
As more than two-thirds of the votes were cast in favour of this resolution, the | ||||
resolution was duly passed as a special resolution. |
- 9 -
Number of votes & percentage of | |||||
Special resolutions | the total voting shares at the | ||||
H Shareholders' Class Meeting (%) | |||||
For | Against | Abstained | |||
4. | proposal on granting authorization | 34,727,816 | 1,766,500 | 0 | |
t o t h e B o a r d a n d i t s a u t h o r i z e d | (95.16%) | (4.84%) | (0%) | ||
representatives to fully handle the | |||||
specific matters in relation to the A | |||||
Share Offering | |||||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
5. | proposed amendments to the Articles of | 34,659,566 | 1,834,750 | 0 | |
Association | (94.97%) | (5.03%) | (0%) | ||
As more than two-thirds of the votes were cast in favour of this resolution, the | |||||
resolution was duly passed as a special resolution. | |||||
Number of votes & Percentage of | |||||
Ordinary resolutions | the total voting shares at the | ||||
H Shareholders' Class Meeting (%) | |||||
For | Against | Abstained | |||
6. | proposal on undertakings in connection | 34,727,816 | 1,766,500 | 0 | |
with the matters about the A Share | (95.16%) | (4.84%) | (0%) | ||
Offering and corresponding restrictive | |||||
measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
7. | proposal on the analysis on remedying | 34,727,816 | 1,766,500 | 0 | |
the impacts of the dilution of current | (95.16%) | (4.84%) | (0%) | ||
return as a result of the A Share | |||||
Offering and the responsive measures | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
8. | proposal on the three-year shareholder | 34,727,816 | 1,766,500 | 0 | |
dividend return plan after the A Share | (95.16%) | (4.84%) | (0%) | ||
Offering | |||||
As more than half of the votes were cast in favour of this resolution, the resolution | |||||
was duly passed as an ordinary resolution. | |||||
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For the full text of the proposals, please refer to the Circular of the Company dated 24 July 2020.
By order of the Board
Beijing Chunlizhengda Medical Instruments Co., Ltd.*
Shi Chunbao
Chairman
Beijing, the PRC, 10 August 2020
As at the date of this announcement, the executive Directors are Mr. Shi Chunbao, Ms. Yue Shujun and Mr. Xie Feng Bao; the non-executive Director is Mr. Wang Xin; and the independent non-executive Directors are Mr. Ge Changyin, Mr. Ho Wai Ip and Mr. Weng Jie.
- For identification purposes only
- 11 -
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Beijing Chunlizhengda Medical Instruments Co. Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 14:28:04 UTC