意见反馈

POLL RESULTS OF THE ANNUAL GENERAL MEETINGHELD ON 27 JUNE 2024

2024-06-27 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.a a a a a a a a GENOR BIOPHARMA HOLDINGS LIMITED 嘉和生物药业(开曼)控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 6998) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 27 JUNE 2024 Reference is made to the circular of Genor Biopharma Holdings Limited (the “Company”) dated 26 April 2024 (the “Circular”). Unless the context otherwise requires terms used in this announcement shall have the same meanings as defined in the Circular.POLL RESULTS OF THE ANNUAL GENERAL MEETING At the annual general meeting (the “AGM”) of the Company held on Thursday 27 June 2024all the proposed resolutions as set out in the notice of the AGM dated 26 April 2024 (the “AGMNotice”) were taken by poll. The poll results are as follows: Number of Votes (%) Ordinary Resolutions For Against 1. To consider and adopt the audited consolidated 177173101 0 financial statements of the Company and i ts (100.000000%) (0.000000%) subsidiaries and the reports of the Directors and auditor of the Company (the “Auditor”) for the year ended 31 December 2023. 2. (a) To re-elect Mr. Yu Tieming as a non-executive 175170601 2002500 Director. (98.869749%) (1.130251%) (b) To re-elect Mr. Fung Edwin as an independent 175173101 2000000 non-executive Director. (98.871160%) (1.128840%) (c) To re-elect Mr. Chen Wen as an independent 175084101 2089000 non-executive Director. (98.820927%) (1.179073%) (d) To authorize the Board to fix the respective 175173101 2000000 Directors’ remuneration. (98.871160%) (1.128840%) 3. To re-appoint PricewaterhouseCoopers as the 177173101 0 Auditor for the year ending 31 December 2024 and (100.000000%) (0.000000%) to authorize the Board to fix their remuneration. 1Number of Votes (%) Ordinary Resolutions For Against 4. To grant a general and unconditional mandate to the 175173101 2000000 Directors to repurchase shares of the Company not (98.871160%) (1.128840%) exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution. 5. To grant a general and unconditional mandate to 175081601 2091500 the Directors to issue allot and deal with additional (98.819516%) (1.180484%) shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution. 6. Conditional upon resolutions numbered 4 and 175081601 2091500 5 being passed to extend the general mandate (98.819516%) (1.180484%) granted to the Directors to issue allot and deal with additional shares in the capital of the Company by the aggregate number of shares repurchased by the Company.Number of Votes (%) Special Resolution For Against 7. To approve the proposed amendments to the seventh 175173101 2000000 amended and restated memorandum and articles (98.871160%) (1.128840%) of association of the Company and the adoption of the eighth amended and restated memorandum and articles of association of the Company.* The full text of the resolutions is set out in the AGM Notice.As a majority of the votes were cast in favour of each of the ordinary resolutions numbered 1 to 6 the resolutions were duly passed as ordinary resolutions.As more than 75% of the votes were cast in favour of the special resolution numbered 7 the resolution was duly passed as special resolution.As at the date of the AGM the total number of shares of the Company in issue was 514063591 which represented the total number of Shares entitling the holder to attend and vote on the resolutions at the AGM. There was (a) no treasury Shares held by the Company (including treasury Shares held or deposited with CCASS) and (b) no repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM. There were no Shares entitling the holder to attend and abstain from voting in favour of the resolutions at the AGM as set out in rule 13.40 of the Listing Rules. 2No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the AGM. None of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM.The Company’s share registrar in Hong Kong Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM.The Directors namely Dr. Guo Feng Mr. Liu Yi Mr. Fung Edwin and Mr. Chen Wen attended the AGM in person or by electronic means whereas Dr. Lyu Dong Mr. Yu Tieming and Mr. Zhou Honghao were unable to attend the AGM due to their other business commitments.ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION The Eighth Amended and Restated Memorandum and Articles of Association has been approved by the Shareholders by way of a special resolution at the AGM and has become effective on 27 June 2024. The full text of the Eighth Amended and Restated Memorandum and Articles of Association will be published on the websites of the Stock Exchange and the Company.By Order of the Board Genor Biopharma Holdings Limited Dr. Guo Feng Chief Executive Officer and Chairman Hong Kong 27 June 2024 As at the date of this announcement the Board comprises Dr. GUO Feng as an executive Director; Dr. LYU Dong Mr. YU Tieming and Mr. LIU Yi as non-executive Directors; Mr. ZHOU Honghao Mr. FUNG Edwin and Mr. CHEN Wen as independent non-executive Directors. 3