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POLL RESULTS OF THE ANNUAL GENERAL MEETINGHELD ON JUNE 20, 2024

2024-06-20 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.Clover Biopharmaceuticals Ltd.三叶草生物制药有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2197) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 20 2024 POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 20 2024 The board of Directors (the “Board”) of Clover Biopharmaceuticals Ltd. (the “Company”) is pleased to announce the poll results of the annual general meeting of the Company (the “Annual General Meeting”) held at B5-19 Building 1 High-tech Incubation Park No. 1480 Tianfu Avenue (North) Chengdu High-Tech Zone China (Sichuan) Pilot Free Trade Zone on Thursday June 20 2024 at 10:00 a.m.References are made to the Company’s circular (the “Circular”) in connection with the Annual General Meeting and notice of the Annual General Meeting (the “Notice”) dated April 26 2024. Unless the context requires otherwise capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.The poll results in respect of the resolutions proposed at the Annual General Meeting were as follows: Number of Votes (%) Ordinary Resolutions For Against 1. To receive and adopt the audited consolidated 417860360 1 financial statements of the Company and its (100.000000%) (0.000000%) subsidiaries and the reports of the directors and auditor for the year ended December 31 2023. 2. To re-elect the following persons: (a) Dr. LIANG Peng executive director 417860360 1 (100.000000%)(0.000000%) (b) Dr. WU Xiaobin independent non-executive 417860360 1 director (100.000000%) (0.000000%) (c) Mr. Jeffrey FARROW independent non- 417860360 1 executive director (100.000000%) (0.000000%) – 1 –Number of Votes (%) Ordinary Resolutions For Against 3. To authorise the Board to fix the remuneration of 417860360 1 all the directors. (100.000000%) (0.000000%) 4. To re-appoint Ernst & Young as auditors of the 417860360 1 Company and authorise the board of directors of (100.000000%) (0.000000%) the Company to fix their remuneration. 5. (A) To give a general mandate to the directors 417826860 33501 of the Company to allot issue and deal with (99.991983%) (0.008017%) additional shares not exceeding 20% of the issued share capital of the Company as at the date of this resolution. (B) To give a general mandate to the directors 417860360 1 of the Company to repurchase shares not (100.000000%) (0.000000%) exceeding 10% of the issued share capital of the Company as a t the date of th is resolution. (C) To ex tend the au tho r i ty g iven to t he 417826860 33501 direc tors of the Company pursuant to (99.991983%) (0.008017%) ordinary resolution no. 5(A) to issue shares by adding to the issued share capital of the Company the number of shares repurchased under ordinary resolution no. 5(B).Number of Votes (%) Special Resolution For Against 6. To approve the proposed amendments to the 417860360 1 existing memorandum and articles of association (100.000000%) (0.000000%) of the Company and to adopt the amended and res t a t ed memorandum and a r t i c l e s o f association of the Company (the “New M&A”) in substitution for and to the exclusion of the existing memorandum and articles of association of the Company and to authorise any one director or company secretary of the Company to do all things necessary to give effect to the proposed amendments and the adoption of the New M&A as set out in resolution No. 6 of the Notice.Please refer to the Notice for the full text of the resolutions proposed at the Annual General Meeting.As more than 50% the votes were cast in favour of each of the resolutions numbered 1 to 5 above all such resolutions were duly passed as ordinary resolutions at the Annual General Meeting.– 2 –As not less than three-fourths of the votes were cast in favour of the resolution numbered 6 above the said resolution was duly passed as a special resolution at the Annual General Meeting.The total number of issued Shares as at the date of the Annual General Meeting was 1297047429 Shares. As set out in the Circular the Trustee will abstain from voting on all resolutions to be proposed at the Annual General Meeting. Therefore the Trustee holding a total number of 59666026 Shares as at the date of the Annual General Meeting has abstained from voting on all resolutions proposed at the Annual General Meeting.Save as disclosed above there were (i) no Shareholders being required under the Listing Rules to abstain from voting in respect of the resolutions at the Annual General Meeting and no Shareholders stating his/her/its intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the Annual General Meeting (ii) no restrictions on any Shareholders casting votes on any of the proposed resolutions at the Annual General Meeting and (iii) no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the Annual General Meeting as set out in Rule 13.40 of the Listing Rules.Accordingly the total number of shares of the Company entitling the holder to attend and vote on the resolutions numbered 1 to 6 above was 1237381403 Shares as at the date of the Annual General Meeting.Except for Dr. Xiaodong WANG Dr. Donna Marie AMBROSINO Dr. Ralf Leo CLEMENS and Mr. Jeffrey FARROW who did not attend the Annual General Meeting due to business arrangements all other Directors of the Company namely Dr. Peng LIANG Mr. Joshua G LIANG Dr. Xiaobin WU Mr. Xiang LIAO and Mr. Thomas LEGGETT attended the Annual General Meeting either in person or by means of electronic facilities.Computershare Hong Kong Investor Services Limited the branch share registrar in Hong Kong of the Company acted as the scrutineer for counting of votes at the Annual General Meeting.By order of the Board Clover Biopharmaceuticals Ltd.Dr. Peng LIANG Chairman of the Board Shanghai PRC June 20 2024 As of the date of th is announcement the Board comprises Dr. Peng L IA NG and Mr. Joshua G LIANG as executive Directors; Dr. Xiaodong WANG Dr. Donna Marie AMBROSINO and Dr. Ralf Leo CLEMENS as non-executive Directors; and Dr. Xiaobin WU Mr. Xiang LIAO Mr. Jeffrey FARROW and Mr. Thomas LEGGETT as independent non-executive Directors.–3–