TIANJIN ZHONG XIN PHARMACEUTICAL GROUP CORPORATION LIMITED
(Company Registration No. 91120000103100784F)
(Incorporated in People’s Republic of China)
NOTICE OF EXTRAORDINARY GENERAL MEETING
The board of directors (the “Board”) and every individual director of Tianjin Zhong Xin Pharmaceutical Group Corporation Limited (the “Company”, together with its subsidiaries, the “Group”) hereby confirm that they will individually and collectively accept full responsibility for the accuracy of the information given in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated in this announcement are fair and accurate in all material respects as at the date of this announcement, and that there are no material facts the omission of which would make any statement in this announcement misleading.
IMPORTANT NOTE FOR SHAREHOLDERS:
This Notice of Extraordinary General Meeting supersedes the version announced by the Company on 25 October 2021.
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM” or “Extraordinary General Meeting”) of the Company will be held at the meeting room of Zhongxin Mansion, No. 17 Baidi Road, Nankai District, Tianjin, the People’s Republic of China 300193 on 10 December 2021 at 2:00 p.m.. Concurrently, the Extraordinary General Meeting will be held by electronic means for holders of “S” shares (“S-Shareholders”) in Singapore.
To consider and, if thought fit, approve the following resolutions, with or without modifications:
Resolution 1: To consider and approve the proposed appointment of Ms. Zhang Mingrui as Non-Executive and Non-Independent Director of the Company with effect from the date of the Extraordinary General Meeting;
Resolution 2: To consider and approve the proposed appointment of Mr. Xing Jianhua as Supervisor of the Company with effect from the date of the Extraordinary General Meeting;
Resolution 3: To consider and approve the proposed extension of time to perform the non-compete undertaking by the controlling shareholder of the Company, Tianjin Pharmaceutical Holdings Co., Ltd.;
Resolution 4: To consider and approve the line of credit granted to the Company by Shanghai Pudong Development Bank Co., Ltd. up to a limit of RMB1,300 million; and
Resolution 5: To consider and approve the proposed amendments to the Articles of Association of the Company and the application for changes in the industrial and commercial registration.
By Order of the Board
Secretary to the Board of Directors
25 November 2021
1. The EGM will be held by electronic means for S-Shareholders in Singapore pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings of Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this revised notice of EGM (“Notice of EGM”), the proxy form and the circular dated 25 November 2021 issued by the Company (“Circular”) will not be sent to S-Shareholders. Instead, this Notice of EGM, the proxy form and the Circular will be sent to S-Shareholders by electronic means via publication on the SGXNet and on the Company’s website at http://www.zhongxinp.com/.
2. Alternative arrangements relating to attendance by S-Shareholders at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed by S-Shareholders via “live” audio-and-video webcast or “live” audio-only stream), submission of questions by S-Shareholders to the Chairman of the EGM in advance of the EGM, addressing of substantial and relevant questions at the EGM and voting by S-Shareholders by appointing the Chairman of the EGM as proxy at the EGM, are set out in the Company’s announcement dated 25 November 2021 (the “Announcement”). The printed copy of the Announcement will not be sent to S-Shareholders. Instead, the Announcement will be sent to S-Shareholders by electronic means via publication on the SGXNet and on the Company’s website at http://www.zhongxinp.com/. For the avoidance of doubt, the Announcement is circulated together with, and forms part of, this revised Notice of EGM in respect of the EGM.
3. Due to the current COVID-19 restriction orders in Singapore, a S-Shareholder will not be able to attend the EGM in person. A S-Shareholder will also not be able to vote online on the resolution(s) to be tabled for approval at the EGM. A S-Shareholder (whether individual or corporate) must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM if such S-Shareholder wishes to exercise his/her/its voting rights at the EGM. The Chairman of the EGM, as proxy, need not be a member of the Company. The proxy form for the EGM will be made available on the SGXNet and may also be accessed at the Company’s website at http://www.zhongxinp.com/.
4. Where a S-Shareholder (whether individual or corporate) appoints the Chairman of the EGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid.
5. An investor who holds shares under the Central Provident Fund Investment Scheme (“CPF Investor”) and/or the Supplementary Retirement Scheme (“SRS Investor”) (as may be applicable) and wishes to appoint the Chairman of the EGM as proxy should inform their respective CPF Agent Banks and/or SRS Operators to submit their votes at least 7 working days before the date of the EGM. The proxy form is not valid for use by CPF Investors and SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
Investors holding shares through relevant intermediaries (as defined in Section 181 of the Companies Act (Chapter 50) of Singapore) (“Investors”) (other than CPF Investors and SRS Investors) will not be able to pre-register at https://bit.ly/TJZXDEC2021EGM for the “live” broadcast of the EGM. An Investor (other than CPF Investors and SRS Investors) who wishes to participate in the “live” broadcast of the EGM should instead approach his/her relevant intermediary as soon as possible in order for the relevant intermediary to make the necessary arrangements to pre-register. The relevant intermediary is required to submit a consolidated list of participants (setting out in respect of each participant, his/her name, email address and NRIC/Passport number) to the Company’s “S” Shares Registrar and Singapore Transfer Office, Boardroom Corporate & Advisory Services Pte. Ltd., via email to SRS.TeamE@boardroomlimited.com no later than 2:00 p.m. on 8 December 2021.
6. The instrument appointing the Chairman of the EGM as proxy must be submitted to the Company in the following manner:
(a) if submitted by post, be lodged with the Company’s “S” Shares Registrar and Singapore Transfer Office, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32- 01 Singapore Land Tower, Singapore 048623; or
(b) if submitted electronically, via email to the Company’s “S” Shares Registrar at SRS.TeamE@boardroomlimited.com,
in either case, by no later than 2:00 p.m. on 8 December 2021.
A S-Shareholder who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above. If the S-Shareholder is a corporation, the instrument of proxy appointing the Chairman of the EGM as proxy must be executed under seal or the hand of its duly authorised officer or attorney.
In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for S-Shareholders to submit completed proxy forms by post, the Company strongly encourages S-Shareholders to submit completed proxy forms electronically via email.
7. A holder of shares entitled to attend and vote at the EGM (other than S-Shareholders) is entitled to appoint one or more persons (who need not also be shareholders) to act as their proxies to attend and vote on their behalf.
If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
8. S-Shareholders and investors will not be able to ask questions “live” during the broadcast of the EGM. All S-Shareholders and investors may submit questions relating to the business of the EGM by 2:00 p.m. on 8 December 2021:
(a) via the pre-registration website at https://bit.ly/TJZXDEC2021EGM;
(b) by email to email@example.com; or
(c) by post to the Company’s “S” Shares Registrar and Singapore Transfer Office, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623.
In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult to submit questions by post, S-Shareholders and investors are strongly encouraged to submit their questions via the pre-registration website or by email. The Company will endeavour to answer all substantial and relevant questions prior to, or at the EGM.
9. All documents or information relating to the business of the EGM, including the Circular, will be published on the SGXNet and on the Company’s website at http://www.zhongxinp.com/. S-Shareholders and investors are advised to check the SGXNet regularly for updates.
10. Personal Data Privacy: Where a S-Shareholder of the Company submits (a) an application to pre-register to participate in the EGM via electronic means, (b) questions relating to the resolution(s) to be tabled for approval at the EGM, and/or (c) the proxy form appointing the Chairman of the EGM to attend, speak and vote at the EGM and/or any adjournment thereof, such S-Shareholder (i) consents to the collection, use and disclosure of such S-Shareholder’s personal data by the Company (or its agents or service providers) for the purposes of (1) processing his/her/its application to pre-register to participate in the EGM via electronic means and providing him/her/it with any technical assistance where possible, (2) addressing any selected questions submitted by him/her/it and following up with him/her/it where necessary, (3) processing, administration, analysis and facilitation by the Company (or its agents or service providers) of the appointment of the Chairman of the EGM as proxy for the EGM (including any adjournment thereof), and (4) the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines, and (ii) agrees that he/she/it will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of his/her/its action or omission.
11. Pursuant to the Company’s Articles of Association, a holder of tradable domestic shares with limiting conditions for sale shall notify the Company in writing not less than 20 days prior to the EGM of his or her intention to attend the EGM. A holder of “S” shares must be registered in the shareholder name list or in the Depository Register 48 hours before the appointed time for holding the EGM.
12. A holder of tradable domestic shares with limiting conditions for sale who is planning to attend the EGM must give a written notice to the Company no later than 16 November 2021.
13. The EGM in Tianjin, PRC is expected to last for half a day and all accommodation and other expenses incurred by a shareholder or his/her/its proxy in connection with his/her/its attendance at the EGM shall be borne by that shareholder.
14. As the COVID-19 situation continues to evolve, the Company may be required to change our arrangements in Singapore at short notice. S-Shareholders should check the SGXNet for the latest updates on the status of the EGM for S-Shareholders.
15. The Company thanks all members for their understanding and cooperation to hold the EGM in line with appropriate safe distancing measures amidst the COVID-19 pandemic.