SHENZHEN, China, July 29, 2016 /PRNewswire/ -- China Nepstar
Chain Drugstore Ltd. (NYSE: NPD) ("Nepstar" or the "Company"), a
leading retail drugstore chain in China based on the number of directly operated
stores, announced today that, at an extraordinary general meeting
of the Company's shareholders held on July
29, 2016, the Company's shareholders voted in favor of, and
passed a special resolution to approve, among others, the proposal
to authorize and approve (i) the previously announced agreement and
plan of merger (the "merger agreement") dated March 16, 2016 by and among China Neptunus
Drugstore Holding Ltd. ("Parent"), Neptunus Global Limited ("Merger
Sub") and the Company, pursuant to which Merger Sub will be merged
with and into the Company with the Company continuing as the
surviving company as a wholly-owned subsidiary of Parent after the
merger (the "merger"), (ii) the plan of merger required to be filed
with the Registrar of Companies of the Cayman Islands, substantially in the form
attached to the merger agreement (the "plan of merger"), and (iii)
any and all transactions contemplated by the merger agreement,
including the merger.
Immediately after the completion of the merger, Parent will
continue to be beneficially owned by Mr. Simin Zhang, chairman of the board of directors
of the Company.
Approximately 88.6% of the Company's total outstanding ordinary
shares voted in person or by proxy at the extraordinary general
meeting. Of these ordinary shares voted in person or by proxy at
the extraordinary general meeting, approximately 99.6% were voted
in favor of the proposal to authorize and approve the merger
agreement, the plan of merger and any and all transactions
contemplated by the merger agreement, including the merger.
Accordingly, the merger agreement, the plan of merger and any and
all transactions contemplated by the merger agreement, including
the merger, were duly and validly authorized and approved by a
special resolution of the shareholders of the Company (which
requires the affirmative vote of a two-thirds majority of the
voting power represented by the ordinary shares of the Company
present and voting in person or by proxy at the extraordinary
general meeting), in compliance with the Companies Law of the
Cayman Islands.
The parties currently expect to complete the merger as soon as
practicable, subject to the satisfaction or waiver of the
conditions set forth in the merger agreement. Upon completion of
the merger, the Company will become a privately held company and
its American depositary shares (the "ADSs"), each of which
represents two ordinary shares of the Company, will no longer be
listed on The New York Stock Exchange, and the Company's ADS
program will be terminated.
Safe Harbor and Informational Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Further information regarding
these and other risks is included in the Company's filings with the
U.S. Securities and Exchange Commission. These forward-looking
statements reflect the Company's expectations as of the date of
this press release. You should not rely upon these forward-looking
statements as predictions of future events. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About China Nepstar Chain Drugstore Ltd.
China Nepstar Chain Drugstore Ltd. (NYSE: NPD) is a leading
retail drugstore chain in China.
As of March 31, 2016, the Company had
2,000 directly operated stores across 69 cities, one headquarter
distribution center and 15 regional distribution centers in
China. Nepstar uses directly
operated stores, centralized procurement and a network of
distribution centers to provide its customers with high-quality,
professional and convenient pharmaceutical products and services
and a wide variety of other merchandise, including OTC drugs,
nutritional supplements, herbal products, personal care products,
family care products, and convenience products. Nepstar's strategy
of centralized procurement, competitive pricing, customer loyalty
programs and private label offerings has enabled it to capitalize
on the continuing economic growth in China and take advantage of the demographic
trend in China to achieve a strong
brand and leading market position. For further information, please
go to http://www.nepstar.cn.
For more information, please contact:
Zixin Shao
China Nepstar Chain Drugstore Ltd.
Chief Financial Officer
+86-755-2641-4065
ir@nepstar.cn
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SOURCE China Nepstar Chain Drugstore Ltd.