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. @Ricky