TIANJIN ZHONG XIN PHARMACEUTICAL GROUP CORPORATION LIMITED
(Company Registration No. 91120000103100784F)
(Incorporated in People’s Republic of China)
NOTICE OF ANNUAL GENERAL MEETING FOR FY2020
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 Annual General Meeting supersedes the version announced by the Company on 30 March 2021. The Company had previously given notice of the Annual General Meeting on 30 March 2021 in compliance with Article 69 of the Articles of Association of the Company and the listing rules of the Shanghai Stock Exchange which require the Company to issue a written notice 45 days in advance of a shareholders’ meeting.
NOTICE IS HEREBY GIVEN that the annual general meeting (“AGM” or “Annual General Meeting”) for the financial year ended 31 December 2020 (“FY2020”) of Tianjin Zhong Xin Pharmaceutical Group Corporation Limited 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 17 May 2021 at 1:30 p.m. Concurrently, the AGM will be held by electronic means for holders of “S” shares (“S-Shareholders”) in Singapore.
The agenda for the meeting shall be as follows:
1.To consider and approve the Chairman’s Report for FY2020; (Resolution 1)
2.To consider and approve the Board of Directors’ Report for FY2020; (Resolution 2)
3.To consider and approve the Supervisory Committee’s Report for FY2020; (Resolution 3)
4.To consider and approve the Financial Report and Audit Report for FY2020 audited by ShineWing Certified Public Accountants and RSM Chio Lim LLP and reviewed by the Audit Committee of the Company; (Resolution 4)
5.To consider and approve the scheme of profit distribution policy of the Company for FY2020; (Resolution 5)
The Board has recommended to declare dividends of an aggregate amount of RMB232,092,922.80 on the basis of RMB3.0 for every 10 shares in the capital of the Company. The proposed dividend is payable in respect of 773,643,076 issued ordinary shares in the capital of the Company as at 31 December 2020.
6.To consider and approve the remuneration of S$55,000 for independent director Mr. Wong Gang for FY2020; (Resolution 6)
7.To consider and approve the remuneration of S$32,100 for independent director Mr. Liew Yoke Pheng Joseph for FY2020 (specifically, for the period from 5 June 2020 to 31 December 2020); (Resolution 7)
8.To consider and approve the remuneration of S$25,000 for independent director Mr. Timothy Chen Teck-Leng for FY2020 (specifically, for the period from 1 January 2020 to 5 June 2020); (Resolution 8)
9.To consider and approve the remuneration of RMB60,000 for independent director Mr. Qiang Zhiyuan for FY2020; (Resolution 9)
10.To consider and approve the aggregate remuneration for directors of the Company for FY2020; (Resolution 10)
11.To consider and approve the aggregate remuneration for members of the Supervisory Committee for FY2020; (Resolution 11)
12.To consider and approve the appointment of Ms. Li Qing as independent director of the Company; (Resolution 12)
Ms. Li Qing, born in March 1967, is a member of the Communist Party of China. She is a first-rate lawyer and holds a Master of Law degree. Since 2017, she has served as part-time legal consultant of Tianjin Municipal People's Government. Since 2016, she has been an expert member of the Rule of Law Think Tank of Tianjin Municipal People's Government, Chairman of the Supervisory Committee of Tianjin Lawyers Association, a National Excellent Lawyer, and a Leading Foreign-related Talent of the National Lawyers Association. Since July 1988, she has been a lawyer and founding partner of Tianjin TEDA Law Firm (天津泰達律師事務所). She held appointments as an Independent Director of Yunda Technology Co., Ltd. (云大科技股份有限公司) from September 2004 to September 2007, as an Independent Director of Tianjin Motianmo Technology Co., Ltd. (天津膜天膜科技股份有限公司) since January 2018 and as an Independent Director of Tianjin Real Estate Development (Group) Co., Ltd. (天津市房地產發展 (集團) 股份有限公司) since May 2020, respectively. Information on Ms. Li Qing as required under Appendix 7.4.1 of the listing manual of the Singapore Exchange Securities Trading Limited is set out in the section entitled “Corporate Governance Statement” of the Company’s annual report for FY2020 (“Annual Report 2020”).
13.To consider and approve the renewal of the shareholders’ mandate for the interested person transactions; (Resolution 13)
(a)such approval given in the shareholders’ mandate for the interested person transactions (“Shareholders’ Mandate”) shall, unless revoked or varied by the Company in a General Meeting, continue in force until the next annual general meeting of the Company; and
(b)the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he/she may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by the Shareholders’ Mandate and/or this Resolution.
14.To consider and approve the proposed line of credit granted to the Company of up to an aggregate limit of RMB6,980,000,000; (Resolution 14)
15.To consider and approve the proposed re-appointment of ShineWing Certified Public Accountants as PRC auditors of the Company for the financial year ending 31 December 2021 (“FY2021”), re-appointment of RSM Chio Lim LLP as international auditors of the Company for FY2021, and to authorise the Board to determine their remuneration. (Resolution 15)
Other agenda to be resolved in the General Meeting shall include any agenda proposed by a shareholder in accordance with Article 70 of the Articles of Association, which states: "When the Company is to hold an annual General Meeting, shareholders holding 3% or more of the voting shares of the Company shall be entitled to propose new motions in writing to the Company. The Company shall include in the agenda of the General Meeting those motions, the subject matter of which, are required to be decided by shareholders in General Meeting."
By Order of the Board
Secretary to the Board of Directors
30 April 2021
1.The AGM will be held by electronic means for S-Shareholders in Singapore pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this revised notice of AGM (“Notice of AGM”) dated 30 April 2021 and the proxy form (“Proxy Form”) have been, or will be, sent to S-Shareholders. The revised Notice of AGM dated 30 April 2021 and the Proxy Form will also be made available on the SGXNET and the Company’s website at http://www.yunnanzuji.net/.
2.Alternative arrangements relating to attendance by S-Shareholders at the AGM 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 AGM in advance of the AGM, addressing of substantial and relevant questions at AGM and voting by S-Shareholders by appointing the Chairman of the AGM as proxy at the AGM, are set out in the Company’s announcement dated 30 April 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.yunnanzuji.net/. For the avoidance of doubt, the Announcement is circulated together with and forms part of the revised Notice of AGM in respect of the AGM.
3.Due to the current Covid-19 restriction orders in Singapore and in consideration of the well-being of the S-Shareholders, a S-Shareholder will not be able to attend the AGM in person. A S-Shareholder will also not be able to vote online on the resolutions to be tabled for approval at the AGM. A S-Shareholder (whether individual or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such S-Shareholder wishes to exercise his/her/its voting rights at the AGM. The Chairman of the AGM, as proxy, need not be a member of the Company.
4.Where a S-Shareholder (whether individual or corporate) appoints the Chairman of the AGM 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 AGM 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 AGM as proxy should inform their respective CPF Agent Banks and/or SRS Operators to submit their votes at least 7 working days before the AGM.
6.The Proxy Form is not valid for use by investors holding shares in the Company through relevant intermediaries (as defined in Section 181 of the Companies Act, Chapter 50 of Singapore) (“Investors”), CPF Investors and SRS Investors, and shall be ineffective for all intents and purposes if used or purported to be used by any of them. An Investor (other than CPF Investors and SRS Investors) who wishes to vote should instead approach his/her relevant intermediary as soon as possible to specify voting instructions.
7.The instrument appointing the Chairman of the AGM 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 AGM.TeamE@boardroomlimited.com,
in either case, by no later than 1:30 p.m. on 15 May 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 AGM 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.
8.A holder of shares entitled to attend and vote at the AGM (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.
9.S-Shareholders and investors will not be able to ask questions “live” during the broadcast of this AGM. All S-Shareholders and investors may submit questions relating to the business of this AGM by 5 p.m. on 14 May 2021:
(a)via the pre-registration website at https://bit.ly/TJZX2021AGM;
(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 this AGM.
10.All documents (including the Annual Report 2020, this revised Notice of AGM, the appendices to this revised Notice of AGM and the Proxy Form) or information relating to the business of this AGM have been, or will be, sent to S-Shareholders. In addition, these documents will also be published on SGXNET and the Company’s website at http://www.yunnanzuji.net/. S-Shareholders and investors are advised to check SGXNET and/or the Company’s website regularly for updates.
11.Personal Data Privacy: Where a S-Shareholder of the Company submits (a) an application to pre-register to participate in the AGM via electronic means, (b) questions relating to the resolutions to be tabled for approval at the AGM, and/or (c) the proxy form appointing the Chairman of the AGM to attend, speak and vote at the AGM 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 AGM 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 AGM as proxy for the AGM (including any adjournment thereof), and (4) the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (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.
12.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 AGM of his or her intention to attend the AGM. 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 AGM.
13.A holder of tradable domestic shares with limiting conditions for sale who is planning to attend the AGM must give a written notice to the Company no later than 21 April 2021.
14.The AGM in Tianjin, PRC is expected to last for half a day and all accommodation and other expenses incurred by a shareholder or his/her proxy in connection with his/her attendance at the AGM shall be borne by that shareholder.
15.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 SGXNET and/or our corporate website at http://www.yunnanzuji.net/ for the latest updates on the status of the AGM.
16.The Company thanks all members for their understanding and cooperation to hold the AGM in line with appropriate safe distancing measures amidst the COVID-19 pandemic.