SHANDONG XINHUA
PHARMACEUTICAL COMPANY
LIMITED
(a joint stock limited company established in the People's Republic of China with limited liability)
NOTICE OF ANNUAL GENERAL MEETING FOR THE
YEAR 1999
NOTICE IS HEREBY GIVEN that the Board of Directors of Shandong Xinhua Pharmaceutical
Company Limited (the "Company") has resolved that the annual general meeting for the year
1999 of the Company be held at the Conference Room, Shandong Xinhua Pharmaceutical
Company Limited, No. 14, Dongyi Road, Zhangdian District, Zibo, Shandong Province, People's
Republic of China on 12th June, 2000 at 9:00 a.m. for the conduct of the following business:
1.
To consider and, if thought fit, pass the following resolution as a special resolution:
"THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the Board of Directors of the
Company during the Relevant Period (as defined in paragraph (d) below) of all the powers
of the Company to purchase H Shares in issue in the capital of the Company on The Stock
Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), subject to and in
accordance with all applicable laws, rules and regulations and/or requirements of the
governmental or regulatory body of securities in the People's Republic of China, the Hong
Kong Stock Exchange or of any other governmental or regulatory body be and is hereby
approved;
(b) the aggregate nominal value of overseas listed foreign shares authorised to be purchased
pursuant to the approval in paragraph (a) above during the Relevant Period shall not
exceed 10 per cent. of the aggregate nominal value of the H Shares in issue of the
Company as at the date of the passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i)
the passing of a special resolution in the same terms as the resolution set out in this
paragraph (except for this sub-paragraph (c)(i)) at the AGM and the Class Meetings to be
held on 12th June, 2000 (or on such adjourned date as may be applicable);
(ii) the approvals of the China Securities Regulatory Commission, the State Administration for
Exchange Control and the State Economic and Trade Commission being obtained by the
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(iii)
(d)
(i)
(ii)
(iii)
(e)
(i)
(ii)
Company; and
the Company not being required by any of its creditors to repay or to provide guarantee in
respect of any amount due to any of them (or if the Company is so required by any of its
creditors, the Company having, in its absolute discretion, repaid or provided guarantee in
respect of such amount) pursuant to the notification procedure set out in Article 26 of the
Articles of Association of the Company;
for the purpose of this special resolution, "Relevant Period" means the period from the
passing of this special resolution until whichever is the earlier of;
the conclusion of the next annual general meeting of the Company following the passing
of this special resolution;
the expiration of a period of twelve months following the passing of this special resolution;
and
the date on which the authority set out in this special resolution is revoked or varied by a
special resolution of the members of the Company in general meeting; and
Subject to approval of all relevant government authorities in the PRC for the purchase of
such H Shares being granted, the Directors of the Company be and are hereby authorised
to
make such amendments to Article 19 and Article 22 of the Articles of Association of the
Company as it thinks fit so as to reduce the registered share capital of the Company and to
reflect the new capital structure of the Company upon the purchase of shares of the
Company as contemplated in paragraph (a) above."
file the amended Articles of Association of the Company with the relevant governmental
authorities of the PRC.
2.
To consider and approve the 1999 Report of the Directors;
3.
To consider and approve the 1999 Report of the Supervisory Committee;
4.
To consider and approve the 1999 Audited Financial Statements;
5.
To consider and approve the 1999 Dividend Distribution Plan;
6.
To transact other business, if necessary.
By Order of the Board
Guo Lei/Cao Changqin
Company Secretaries
Notes:
1.
Holders of the Company's shares whose names appear on the Register of Members of the
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2.
3.
4.
5.
6.
7.
Company before 4:00 p.m. on Friday, 12th May, 2000, shall have the right to attend the
AGM or any adjournment thereof if they complete and return the attendance confirmation
slip for receipt by the Company on or before 19th May, 2000. In order to determine the list
of shareholders, the Register of Members of the Company will be closed from 13th May,
2000 to 12th June, 2000 (both days inclusive).
Holders of H Shares who intend to attend the AGM are asked to send the completed and
signed reply slip for attendance to the Secretarial Office of the Board of Directors of the
Company on or before 19th May, 2000 by hand, by post or by facsimile. The written reply
will not affect the right of the holders of H Shares to attend and vote at the AGM.
A shareholder entitled to attend and vote at the AGM may appoint one or more proxies
(whether he or she is a shareholder of the Company or not) to attend and vote instead of
him or her. Each holder of H Shares (or his or her proxy) shall be entitled to one vote for
each share held. The completion and deposit of a form of proxy will not preclude any
shareholder from attending and voting at the AGM or any adjournment thereof.
Shareholders must appoint a proxy or proxies in writing. Such instrument shall be signed
by the person appointing the proxy or proxies or by his or her duly authorised attorney. If
the form of proxy is signed by an attorney, the document appointing the attorney must be
certified by a notary. To be valid, a notarially certified power of attorney or other authority
(if any) and the form of proxy must be received by the Secretary's Office 24 hours prior to
the commencement of the AGM. A form of proxy for use at the AGM will despatched to
each of the shareholders in due course.
Holders of H Shares or their proxies shall present proofs of their identity upon attending
the meeting. Should a proxy be appointed, the proxy shall also present his form of proxy.
The AGM is expected to last an hour. Those who attend the meeting shall bear their own
travelling and accommodation expenses.
The address of the Secretary's office is:
The Secretary's Office of the Board of Directors of Shandong Xinhua Pharmaceutical
Company Limited
No. 14 Dongyi Road
Zhangdian District, Zibo
Shandong Province, People's Republic of China
Tel: (86-533) 216-0469
Fax: (86-533) 228-7508
NOTICE OF CLASS MEETING FOR HOLDERS OF H
SHARES
NOTICE IS HEREBY GIVEN that the Board of Directors of Shandong Xinhua Pharmaceutical
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Company Limited (the "Company") has resolved that a Class Meeting of holders of H Shares of
the Company be held at the Conference Room, Shandong Xinhua Pharmaceutical Company
Limited, No. 14, Dongyi Road, Zhangdian District, Zibo, Shandong Province, People's Republic
of China on 12th June, 2000 at 10:00 a.m. for the conduct of the following business:
1.
To consider and, if thought fit, pass the following resolution as a special resolution:
"THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the Board of directors of the
Company during the Relevant Period (as defined in paragraph (d) below) of all the powers
of the Company to purchase H Shares in issue in the capital of the Company on The Stock
Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), subject to and in
accordance with all applicable laws, rules and regulations and/or requirements of the
governmental or regulatory body of securities in the People's Republic of China, the Hong
Kong Stock Exchange or of any other governmental or regulatory body be and is hereby
approved;
(b) the aggregate nominal value of H Shares authorised to be purchased pursuant to the
approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent.
of the aggregate nominal value of H Shares in issue of the Company as at the date of the
passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i)
the passing of a special resolution in the same terms as the resolution set out in this
paragraph 1 (except for this sub-paragraph (c)(i)) at the AGM and Class Meetings to be
held on 12th June, 2000 (or on such adjourned date as may be applicable);
(ii) the approvals of the China Securities Regulatory Commission, the State Administration for
Exchange Control and the State Economic and Trade Commission being obtained by the
Company; and
(iii) the Company not being required by any of its creditors to repay or to provide guarantee in
respect of any amount due to any of them (or if the Company is so required by any of its
creditors, the Company having, in its absolute discretion, repaid or provided guarantee in
respect of such amount) pursuant to the notification procedure set out in Article 26 of the
Articles of Association of the Company;
(d) for the purpose of this special resolution, "Relevant Period" means the period from the
passing of this special resolution until whichever is the earlier of;
(i)
the conclusion of the next annual general meeting of the Company following the passing
of this special resolution;
(ii) the expiration of a period of twelve months following the passing of this special resolution;
and
(iii) the date on which the authority set out in this special resolution is revoked or varied by a
special resolution of the members of the Company in general meeting; and
(e) Subject to approval of all relevant government authorities in the PRC for the purchase of
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(i)
(ii)
2.
such H Shares being granted, the Directors of the Company be and are hereby authorised
to
make such amendments to Article 19 and Article 22 of the Articles of Association of the
Company as it thinks fit so as to reduce the registered share capital of the Company and to
reflect the new capital structure of the Company upon the purchase of shares of the
Company as contemplated in paragraph (a) above."
file the amended Articles of Association of the Company with the relevant governmental
authorities of the PRC.
To transact other business, if necessary.
By Order of the Board
Guo Lei/Cao Changqin
Company Secretaries
Notes:
1.
Holders of the Company's H Shares whose names appear on the Register of Members of
the Company before 4:00 p.m. on 12th May, 2000 are entitled to attend the H Shares Class
Meeting or any adjournment thereof if they complete and return the attendance
confirmation slip for receipt by the Company on or before 19th May, 2000. In order to
determine the list of shareholders, the Register of Members of the Company will be closed
form 13th May, 2000 to 12th June, 2000 (both days inclusive).
2.
Holders of H Shares entitled to attend and vote at the H Shares Class Meeting may appoint
a proxy of proxies (whether he or she is a shareholder of the Company or not) to attend
and vote instead of him or her. Each shareholder (or his/her proxy or proxies) shall be
entitled to one vote for each share held. The completion and deposit of a form or proxy
will not preclude any shareholder from attending and voting at the H Shares Class Meeting
or any adjournment thereof.
3.
Shareholders must appoint a proxy in writing. Such instrument shall be signed by the
person appointing the proxy or proxies or by his or her duly authorised attorney. If the
form or proxy is signed by an attorney, the document appointing the attorney must be
certified by a notary. To be valid, a notarially certified power of attorney or other authority
(if any) and the form of proxy must be received by the Secretary's Office 24 hours prior to
the commencement of the H Shares Class Meeting. A form of proxy for use at the H
Shares Class Meeting will be despatched to each of the holders of H Shares in due course.
4.
Holders of H Shares or their proxies shall present proofs of their identity upon attending
the meeting. Should a proxy be appointed, the proxy shall also present his form of proxy.
5.
The address of the Secretary's Office is:
The Secretary's Office of the Board of Directors of Shandong Xinhua Pharmaceutical
Company Limited
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No.14, Dongyi Road
Zhangdian District, Zibo
Shandong Province, People's Republic of China
Tel: (86-533) 216-0469
Fax: (86-533) 228-7508
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