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(I)Poll Results of The Annual General Meeting And of The Class Meeting of The Shareholders of H Shares; And (II)Payment of 2023 Final Dividend

2024-06-26 00:00:00

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.山东新华制药股份有限公司 Shandong Xinhua Pharmaceutical Company Limited (a joint stock company established in the People’s Republic of China with limited liability) (Stock Code: 00719) (I) POLL RESULTS OF THE ANNUAL GENERAL MEETING AND OF THE CLASS MEETING OF THE SHAREHOLDERS OF H SHARES; AND (II) PAYMENT OF 2023 FINAL DIVIDEND The board (the “Board”) of directors (the “Directors”) of Shandong Xinhua Pharmaceutical Company Limited (the “Company”) wishes to announce that the annual general meeting (the “AGM”) the class meeting of the shareholders of A shares (“A Shareholders’ Class Meeting”) and the class meeting of the shareholders of H shares of the Company (“H Shareholders’ Class Meeting” together with the AGM and A Shareholders’ Class Meeting collectively the “Meetings”) were held in sequence on the date of this announcement at the Company’s conference room at No. 1 Lutai Ave. Hi- tech District Zibo City Shandong Province the People’s Republic of China.The details of the resolutions considered at the AGM and the H Shareholders’ Class Meeting were set out in the notice of annual general meeting and of meeting of the shareholders of H shares dated 28 May 2024 and the circular dated 28 May 2024 of the Company (the “Circular”) in relation to among others (i) the review and approval of the Company’s annual report as well as reports of the Board and the supervisory committee of the Company for the year 2023; (ii) the review and approval of the audited financial report and profit distribution plan of the Company for the year 2023; (iii) the grant of authorisation to the Board to formulate and implement the 2024 interim profit distribution proposal; (iv) the appointment of Grant Thornton Zhitong Certified Public Accountants LLP (Special General Partnership) as the auditor of the Company for the year 2024 the proposed annual audit fee for such appointment shall be RMB760000; (v) the review and approval of the remuneration of the Directors and the Supervisors for the year 2024; (vi) the grant of the General Mandate; and (vii) the Proposed Amendments to the Articles of Association. Unless otherwise defined capitalised terms used herein shall have the same meanings as those defined in the Circular.RESULTS OF THE MEETINGS The Meetings were held at No. 1 Lutai Ave. Hi-tech District Zibo City Shandong Province the PRC on Wednesday 26 June 2024. All the proposed resolutions set out in the notice dated 28 May 2024 of the Meetings except for the resolution in relation to authorising the Board to have full power to handle specific matters relating to the issue of shares to specific targets under simplified procedure were duly passed by way of poll at the Meetings. As at the date of the Meetings the aggregate number of Shares in issue of the Company was 682407635 including 487407635 A Shares and 195000000 H Shares. So far as the Company is aware no Shareholder was required to abstain from voting in respect of any of the resolutions proposed at the Meetings and no parties have indicated in the Circular their intention to vote against any resolutions proposed at the Meetings or to abstain. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of any resolution at the Meetings as set out under Rule 13.40 of the Listing Rules.– 1 –ATTENDANCE AT THE AGM AND THE POLL RESULTS Attendance at the AGM The attendance results of the AGM were as follows: Number of Shareholders who attended the AGM on-site (whether in 15 person or by proxies) or by way of network voting Including: total number of A Shareholders who attended the AGM on-site 5 total number of H Shareholders who attended the AGM on-site 1 total number of A Shareholders who participated in network voting 9 Total number of voting Shares held by Shareholders who attended the AGM on-site 215206522 (whether in person or by proxies) or by way of network voting Including: total number of voting A Shares held by Shareholders who 204866092 attended the AGM on-site total number of voting H Shares held by Shareholders who 8420586 attended the AGM on-site total number of voting A Shares held by Shareholders who 1919844 participated in network voting Percentage of the total number of voting Shares of the participating Shareholders 31.54% (whether in person or by proxies) to the total number of issued Shares Including: percentage of the total number of voting A Shares of the 30.02% Shareholders who attended the AGM on-site to the total number of issued Shares percentage of the total number of voting H Shares of the 1.24% Shareholders who attended the AGM on-site to the total number of issued Shares percentage of the total number of voting A Shares of the A 0.28% Shares Shareholders who participated in network voting to the total number of issued Shares Poll results of the AGM The voting results of the AGM were as follows: No. Resolution Total number of votes (%) Voting results For Against Abstained ORDINARY RESOLUTIONS 1. To review and approve the annual report of 214956022 500 Shares 250000 Passed the Company for the year 2023. Shares Shares (0.000%) (99.884%)(0.116%) 2. To review and approve the report of the 214956022 500 Shares 250000 Passed Board of the Company for the year 2023. Shares Shares (0.000%) (99.884%)(0.116%) – 2 –3. To review and approve the report of the 214956022 500 Shares 250000 Passed supervisory committee of the Company for Shares Shares the year 2023. (0.000%) (99.884%)(0.116%) 4. To review and approve the audited financial 214956022 500 Shares 250000 Passed statements of the Company for the year Shares Shares 2023.(0.000%) (99.884%)(0.116%) 5. To review and approve the profit 214956022 500 Shares 250000 Passed distribution plan for the year 2023. Shares Shares (0.000%) (99.884%)(0.116%) 6. To grant the authorisation to the Board to 214956022 500 Shares 250000 Passed formulate and implement the 2024 interim Shares Shares (0.000%) profit distribution proposal. (99.884%) (0.116%) 7. To consider and approve the resolution in 214936222 2500 Shares 267800 Passed relation to the appointment of Grant Shares Shares Thornton Zhitong Certified Public (0.001%) Accountants LLP (Special General (99.874%) (0.124%) Partnership) as the auditor of the Company for the year 2024 with the total fee for audit services in the amount of RMB760000. 8. To review and approve the remuneration of 214841927 114595 250000 Passed the Directors and the Supervisors for the Shares Shares Shares year 2024. (99.831%) (0.053%) (0.116%) No. Resolution Total number of votes (%) Voting results For Against Abstained SPECIAL RESOLUTIONS 9. To consider and approve the resolution in 208192181 6764341 250000 Passed relation to authorising the Board to have full Shares Shares Shares power to handle specific matters relating to (96.741%) (3.143%) the issue of shares to specific targets under (0.116%) simplified procedure. 10. To consider and approve the resolution in 214938222 18300 250000 Passed relation to proposed amendments to the Shares Shares Shares Articles of Association. (99.875%) (0.009%) (0.116%) Note: the percentages shown were rounded to the nearest 3 decimal places. The numbers may not add up to 100% due to the rounding.As more than one-half of the votes from the Shareholders who were entitled to attend and who voted at the AGM were cast in favour of the ordinary resolutions and more than two-thirds of the votes in favour of the special resolutions all resolutions have been duly passed at the AGM.ATTENDANCE AT THE A SHAREHOLDERS’ CLASS MEETING AND THE POLL RESULTS Attendance at the A Shareholders’ Class Meeting The attendance results of the A Shareholders’ Class Meeting were as follows: – 3 –Number of A Shareholders who attended the A Shareholders’ Class 5 Meeting (whether in person or by proxies) on-site Number of voting A Shares held by the A Shareholders who participated in network 1919844 voting Total number of the voting A Shares of the participating A Shareholders (whether by 206785936 attendance on-site or network voting) Percentage of the total number of voting A Shares of the participating A Shareholders 42.43% (whether by attendance on-site or network voting) to the total number of issued A Shares Poll results of the A Shareholders’ Class Meeting The special resolutions proposed at the A Shareholders’ Class Meeting were put to vote by way of poll the result of which was as follows: No. Resolution Total number of votes (%) Voting results For Against Abstained SPECIAL RESOLUTIONS 1. To consider and approve the resolution in 206701336 84600 0 Shares Passed relation to authorising the Board to have full Shares Shares (0.000%) power to handle specific matters relating to (99.959%) (0.041%) the issue of shares to specific targets under simplified procedure.Note: the percentages shown were rounded to the nearest 3 decimal places. The numbers may not add up to 100% due to the rounding. As more than two-thirds of the votes from the A Shareholders who were entitled to attend and who voted at the A Shareholders’ Class Meeting were cast in favour of the special resolutions the special resolutions have been duly passed.ATTENDANCE AT THE H SHAREHOLDERS’ CLASS MEETING AND THE POLL RESULTS Attendance at the H Shareholders’ Class Meeting The attendance results of the H Shareholders’ Class Meeting were as follows: Number of H Shareholders who attended the H Shareholders’ Class 1 Meeting (whether in person or by proxies) Total number of the voting H Shares of the attending H Shareholders 8420586 Percentage of the total number of voting H Shares to the total number of 4.32% issued H Shares Poll results of the H Shareholders’ Class Meeting The special resolutions proposed at the H Shareholders’ Class Meeting were put to vote by way of poll the result of which was as follows: No. Resolution Total number of votes (%) Voting results For Against Abstained SPECIAL RESOLUTIONS – 4 –1. To consider and approve the resolution in 1490845 6679741 250000 Not passed relation to authorising the Board to have full Shares Shares Shares power to handle specific matters relating to (17.705%) (79.326%) (2.969%) the issue of shares to specific targets under simplified procedure.Note: the percentages shown were rounded to the nearest 3 decimal places. The numbers may not add up to 100% due to the rounding. As more than two-thirds of the votes from the H Shareholders who were entitled to attend and who voted at the H Shareholders’ Class Meeting were cast against the special resolutions the special resolutions have not been passed. As such the General Mandate will not become effective.ATTENDENCE OF DIRECTORS AT THE MEETINGS Mr. He Tongqing Mr. Xu Wenhui Mr. Xu Lie Mr. Zhang Chenyong Mr. Hou Ning Mr. Pan Guangcheng Mr. Zhu Jianwei Mr. Ling Peixue and Ms. Cheung Ching Ching Daisy attended the Meetings in person.ATTESTATION BY LAWYER AND SCRUTINEER ShineWing Certified Public Accountants (Special General Partnership (“ShineWing”) the auditors of the Company served as the scrutineer at the Meetings for the purpose of vote taking.The Meetings were attested by BEIJING JINGTIAN & GONGCHENG PRC legal advisers to the Company which issued a written legal opinion certifying that the convening and procedures of the Meetings the qualifications of the attendees and the voting procedures were in compliance with Corporate Law of the People’s Republic of China(中华人民共和国公司法) the Security Law of the People’s Republic of China(中华人民共和国证券法) Rules for General Meetings of Shareholders of Listed Companies(上市公司股东大会规则) Implementation Rules for Online Voting in the General Meeting of Shareholders of Listed Companies of Shenzhen Stock Exchange(深圳证券交易所上市公司股东大会网路投票实施细则)and other relevant laws administrative regulations and rules and the Company’s Articles of Association. The qualifications of the convener and the attendees were legal and valid. The voting procedures were legal and the voting results of the Meetings were legal and valid.PROFIT DISTRIBUTION As approved by the Shareholders at the AGM the Board is pleased to announce the following details in respect of the distribution of cash dividend for the year ended 31 December 2023 (the “2023 Final Dividend”) to the Shareholders. The Company will distribute a cash dividend of a total amount of RMB 0.25 per Share based on the Company’s total issued Shares of 682407635 Shares to the A Shareholders and H Shareholders who are entitled thereto. The cash dividend on A Shares will be paid in RMB and that on H Shares in HKD. The actual dividend amount per H Share is HKD 0.274098 based on the average RMB-HKD benchmark middle rates released by the People’s Bank of China for the 5 business days immediately prior to the date of the AGM. The Company has appointed a receiving agent and will pay to the receiving agent the profit distribution payable to H Shareholders.Enterprise Income Tax for Overseas Non-Resident Enterprise Shareholders In accordance with the Enterprise Income Tax Law of the People’s Republic of China (中华人民共和国企业 所得税法) which was revised and came into effect since 29 December 2018 the Implementing Rules of the Enterprise Income Tax Law of the People’s Republic of China ( 中华人民共和国企业所得税法实施条例) which was revised and came into effect since 23 April 2019 and the Notice on Issues concerning Withholding the Enterprise Income Tax on Dividends Paid by Chinese Resident Enterprises to H Shares holders who are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) ( 关于中国居民企业向境外H 股非居民 企业股东派发股息代扣代缴企业所得税有关问题的通知) ( 国税函[2008]897 号) issued on 6 November 2008 all Shareholders who will be registered as overseas non- natural persons (i.e. non-individuals) on the Company’s H share register of members on Thursday 18 July 2024 including HKSCC Nominees Limited – 5 –other nominees trustees or other groups and organizations are treated as overseas non-resident enterprise Shareholders and the Company shall distribute the 2023 Final Dividend to such overseas non-resident enterprise Shareholders after withholding the enterprise income tax of 10% as required by law.Individual Income Tax for Overseas Individual Shareholders Pursuant to the Notice on Certain Issues Concerning the Policies of Individual Income Tax (Cai Shui Zi [1994] No. 020) ( 关于个人所得税若干政策问题的通知) ( 财税字[1994]020 号) issued by the Ministry of Finance and the State Administration of Taxation on 13 May 1994 overseas individuals are now exempted from paying the PRC individual income tax for dividends or bonus received from foreign-invested enterprises. As the Company is a foreign-invested enterprise the Company will not withhold and pay the individual income tax on behalf of individual Shareholders when the Company distributes the 2023 Final Dividend to individual Shareholders whose names appear on the register of members of H shares of the Company (not including domestic individual investors of the Shenzhen Stock Exchange investing in the H shares of the Company through Shenzhen-Hong Kong Stock Connect).Individual Income Tax for Domestic Individual Shareholders and Securities Investment Funds Investing through Southbound Trading For investors (including corporations and individuals) investing in the H shares of the Company throughShenzhen-Hong Kong Stock Connect and Shanghai-Hong Kong Stock Connect (“Investors of SouthboundTrading”) the Company has signed an Agreement on Distribution of Cash Dividends of H shares for Southbound Trading (港股通H 股股票现金红利派发协议) with the Shenzhen Branch and Shanghai Branch of China Securities Depository and Clearing Corporation Limited pursuant to which the Shenzhen Branch and Shanghai Branch of China Securities Depository and Clearing Corporation Limited will as the nominee of the Investors of Southbound Trading receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant Investors of Southbound Trading through its depositary and clearing system.The cash dividend for the Investors of Southbound Trading will be paid in RMB. Taxes shall be withheld pursuant to the Notice on the Tax Policies Related to the Pilot Program on the Interconnection Mechanism of the Shenzhen-Hong Kong Stock Market Transactions (关于深港股票市场交易互联互通机制试点有关税收 政策的通知) (Cai Shui [2016] No. 127) and the Notice on the Tax Policies Related to the Pilot Program on the Interconnection Mechanism of the Shanghai-Hong Kong Stock Market Transactions (关于沪港股票市场 交易互联互通机制试点有关税收政策的通知) (Cai Shui [2014] No. 81). For dividends payable to domestic individual investors and domestic securities investment funds from investing in H shares listed on the Stock Exchange of Hong Kong Limited through Shenzhen-Hong Kong Stock Connect and Shanghai-Hong Kong Stock Connect an H share issuer shall withhold individual income tax at the rate of 20% on behalf of such investors. An H-share issuer shall not withhold income tax on dividends for domestic corporate investors and those domestic corporate investors shall report and pay the relevant tax by themselves.Should any holders of H shares have any doubt in relation to the aforesaid arrangements they are recommended to consult their tax advisors for relevant tax impact in the PRC Hong Kong and/or other countries (regions) on the possession and disposal of the H shares. The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H Shareholders or any disputes relating to the tax withholding and payment mechanism or arrangements.The H share register of members of the Company will be closed for the purpose of determining H Shareholders’ entitlement to the 2023 Final Dividend from Friday 12 July 2024 to Thursday 18 July 2024 (both days inclusive) during which period no transfer of H shares will be registered. In respect of the H Shareholders to be eligible for the 2023 Final Dividend H Shareholders whose transfers have not been registered shall deposit their duly completed transfer documents together with the relevant share certificates with Hong Kong Registrars Limited being the H Share Registrar of the Company at or before 4:30 p.m. on Thursday 11 July 2024. The address of the transfer office of the H share Registrar is at Shops 1712 – 1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong. H Shareholders whose names appear on the Company’s register of members on Thursday 18 July 2024 will be entitled to receive the 2023 Final Dividend.The 2023 Final Dividend is expected to be distributed to the Shareholders on or before Tuesday 30 July 2024.– 6 –DOCUMENTS FOR INSPECTION AT THE COMPANY PURSUANT TO THE APPLICABLE PRC LAWS RULES AND REGULATIONS 1. Meeting minutes of the 2023 AGM 2024 first A Share Class Meeting and 2024 first H Share Class Meeting; and 2. Legal opinion issued by BEIJING JINGTIAN & GONGCHENG. By Order of the Board Shandong Xinhua Pharmaceutical Company Limited He Tongqing Chairman 26 June 2024 Zibo PRC As at the date of this announcement the Board comprises: Executive Directors: Independent Non-executive Directors: Mr. He Tongqing (Chairman) Mr. Pan Guangcheng Mr. Xu Wenhui Mr. Zhu Jianwei Mr. Hou Ning Mr. Ling Peixue Ms. Cheung Ching Ching Daisy Non-executive Directors: Mr. Xu Lie Mr. Zhang Chenyong –7–