意见反馈

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON FRIDAY, 28 JUNE 2024

2024-06-28 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.Everest Medicines Limited云顶新耀有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 1952) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON FRIDAY 28 JUNE 2024 Reference is made to the circular (the ‘‘Circular’’) of Everest Medicines Limited (the ‘‘Company’’) incorporating amongst others the notice (the ‘‘Notice’’) of the annual general meeting of the Company (the ‘‘AGM’’) dated 5 June 2024. Unless the context requires otherwise the capitalized terms used herein shall have the same meanings as those defined in the Circular.At the AGM held on 28 June 2024 all the proposed resolutions as set out in the Notice were duly passed by the Shareholders by way of poll. The poll results in respect of the resolutions proposed at the AGM are as follows: Number of Votes (%) Ordinary Resolutions For Against 1. To receive and adopt the audited consolidated 113233317 31500 financial statements of the Company for the year (99.97%) (0.03%) ended 31 December 2023 and the reports of the Directors and independent auditor of the Company (the ‘‘Auditor’’) thereon. 2(a). To re-elect Mr. William Ki Chul Cho as a non- 113206925 57892 executive Director. (99.95%) (0.05%) 2(b). To re-elect Mr. Honggang Feng as a non-executive 113206925 91892 Director. (99.92%) (0.08%) 2(c). To re-elect Mr. Shidong Jiang as an independent non- 113229642 35175 executive Director. (99.97%) (0.03%) 2(d). To re-elect Mr. Yifan Li as an independent non- 110106936 3157881 executive Director. (97.21%) (2.79%) – 1 –Number of Votes (%) Ordinary Resolutions For Against 2(e). To re-elect Ms. Hoi Yam Chui as an independent non- 113226867 37950 executive Director. (99.97%) (0.03%) 2(f). To authorize the Board to fix the remuneration of the 113195317 69500 Directors. (99.94%) (0.06%) 3. To re-appoint PricewaterhouseCoopers as the Auditor 113233317 31500 to hold office until the conclusion of the next annual (99.97%) (0.03%) general meeting of the Company and to authorize the Board to fix their remuneration. 4. To give a general mandate to the Directors to 113264817 0 repurchase shares of the Company not exceeding 10% (100.00%) (0.00%) of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution. 5. To give a general mandate to the Directors to issue 109584257 3680560 allot and deal with additional shares of the Company (96.75%) (3.25%) (including any sale and transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution. 6. To extend the general mandate granted to the 109552757 3712060 Directors to issue allot and deal with additional (96.72%) (3.28%) shares in the capital of the Company (including the sale and transfer of treasury shares) by the aggregate number of the shares repurchased by the Company. 7. To approve and confirm the grant of 237695 110389893 2874924 performance target awards to Mr. Yongqing Luo in (97.46%) (2.54%) accordance with the terms of the Post-IPO Share Award Scheme. 8. To approve and confirm the grant of 118848 110389893 2874924 performance target awards to Mr. Ian Ying Woo in (97.46%) (2.54%) accordance with the terms of the Post-IPO Share Award Scheme. 9. To approve and confirm the grant of 29000 awards to 110389893 2874924 Mr. Zixin Qiao in accordance with the terms of the (97.46%) (2.54%) Post-IPO Share Award Scheme.– 2 –Number of Votes (%) Ordinary Resolutions For Against 10. To approve and confirm the grant of 17000 awards to 110389893 2908924 Ms. Heasun Park in accordance with the terms of the (97.43%) (2.57%) Post-IPO Share Award Scheme.Number of Votes (%) Special Resolution For Against 11. To approve the proposed amendments to the existing 113233317 31500 memorandum of association and articles of (99.97%) (0.03%) association of the Company and to adopt the eighth amended and restated memorandum of association and articles of association of the Company in substitution for and to the exclusion of the existing memorandum of association and articles of association of the Company and authorise any Director or company secretary of the Company to do all such acts deeds and things and execute all such documents and make all such arrangements that he/she shall in his/her absolute discretion deem necessary or expedient to give effect to the proposed amendments to the existing memorandum of association and articles of association of the Company and the adoption of the eighth amended and restated memorandum and articles of association of the Company.Notes: (a) As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 10 such resolutions were duly passed as ordinary resolutions of the Company. As not less than three-fourths of the votes were cast in favour of the resolution numbered 11 such resolution was duly passed as a special resolution of the Company. The full text of the aforesaid resolutions is set out in the Circular.(b) As at the date of the AGM the total number of Shares in issue was 325164793 Shares which is equivalent to the number of Shares entitling the holders to attend and vote at the AGM.– 3 –(c) The trustees holding unvested Shares awarded under the Company’s share schemes held 3116718 Shares as at the date of the AGM and were required under Rule 17.05A of the Listing Rules to abstain from voting on matters that require Shareholders’ approval under the Listing Rules.(d) As at the date of the AGM to the best of the Directors’ knowledge information and belief having made all reasonable enquiry Mr. Yongqing Luo Mr. Ian Ying Woo Mr. Zixin Qiao and Ms. Heasun Park are interested in 980474 202589 3946 and 33279 Shares held by him/her (and his/her associates) respectively and options and awards for which no voting rights may be exercisable. Mr. Yongqing Luo (and his associates) were required to abstain from voting on the resolution numbered 7; Mr. Ian Ying Woo (and his associates) were required to abstain from voting on the resolution numbered 8; Mr. Zixin Qiao (and his associates) were required to abstain from voting on the resolution numbered 9; and Ms.Heasun Park (and her associates) were required to abstain from voting on the resolution numbered 10.(e) Save as mentioned above no shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM and there were no Shares entitling the holder to attend and abstain from voting in favour as set out in Rule 13.40.(f) None of the shareholders of the Company have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM.(g) The Company’s Hong Kong share registrar Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM.(h) Mr. Yongqing Luo attended the AGM in person and Mr. Wei Fu Mr. Ian Ying Woo Mr. William Ki Chul Cho Mr. Honggang Feng Ms. Hoi Yam Chui Mr. Yifan Li and Mr. Shidong Jiang attended the AGM through telecommunication facilities.By order of the Board Everest Medicines Limited Wei Fu Chairman and Executive Director Hong Kong 28 June 2024 As at the date of this announcement the Board comprises Mr. Wei Fu as Chairman and Executive Director Mr. Yongqing Luo and Mr. Ian Ying Woo as Executive Directors Mr. William Ki Chul Cho and Mr. Honggang Feng as Non-executive Directors and Ms. Hoi Yam Chui Mr. Yifan Li and Mr. Shidong Jiang as Independent Non-executive Directors.–4–