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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2011
Commission File Number: 001-34563
CONCORD MEDICAL SERVICES HOLDINGS LIMITED
18/F, Tower A, Global Trade Center
36 North Third Ring Road East, Dongcheng District
Beijing 100013
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
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Exhibit 99.1 – Notice of Annual General Meeting
Exhibit 99.2 – Shareholder Proxy
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONCORD MEDICAL SERVICES HOLDINGS LIMITED | ||||
| By: | /s/ Jianyu Yang | |||
| Name: | Jianyu Yang | |||
| Title: | Director, Chief Executive Officer and President | |||
Date: November 1, 2011
CONCORD MEDICAL SERVICES HOLDINGS LIMITED
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that an Annual General Meeting of the Company will be held on 26 November 2011 at 18/F, Tower A, Global Trade Center, 36 North 3rd Ring Road East, Dongcheng District, Beijing, P.R. China at 1:00 PM (Beijing time) for the purposes of considering and, if thought fit, passing the following ordinary resolutions:
| (i) | “THAT Article 82(a) of the Articles of Association of the Company be and is hereby replaced in its entirety with a new Article 82(a) as follows: |
‘Unless otherwise determined by the Company in general meeting, the number of Directors shall not be more than nine Directors, the exact number of Directors to be determined from time to time solely by resolution adopted by a supermajority of at least two-thirds of all of the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them. For so long as Shares or ADSs are listed on the NYSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the NYSE Rules require for a foreign private issuer so long as the Company is a foreign private issuer.’”
| (ii) | “THAT the appointment of the Independent Auditor Ernst & Young Hua Ming for the fiscal year 2010 at a fee agreed by the directors be and is hereby ratified, confirmed, approved and adopted in all respects”. |
| (iii) | “THAT the appointment of the Independent Auditor Ernst & Young Hua Ming for the fiscal year 2011 at a fee agreed by the directors be and is hereby approved.” |
| (iv) | “THAT the inclusion of financial statements of fiscal year 2010 in the Company’s 2010 annual report be and is hereby ratified, confirmed, approved and adopted in all respects”. |
| (v) | “THAT the total number of Shares which may be issued under the 2008 Share Incentive Plan of the Company be increased by 5,101,968 Shares.” |
| (vi) | “THAT, as a result of the amendment of Article 82(a) and pursuant to Article 83(ii), Zhang Jing and Yap Yaw Kong will cease to act as Directors of the Company with effect from 27 November 2011.” |
| (vii) | “THAT the Register of Directors of the Company be amended to note that Zhang Jing and Yap Yaw Kong will cease to act as Directors, all as set out in these Resolutions.” |
| (viii) | “THAT the registered office of the Company be and hereby is instructed to notify the Register of Companies in the Cayman Islands of the changes to the Register of Directors.” |
| (ix) | Any Other Business. |
The Board of Directors of the Company has fixed the close of business on 27 October 2011 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the annual general meeting or any adjournment or postponement thereof.
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A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy need not be a shareholder of the Company. A form of proxy is attached.
To be valid, any proxy must be duly completed, signed and delivered, together with the power of attorney or other authority under which it is signed (if any) or a notarially certified copy thereof, to 18/F, Tower A, Global Trade Center, 36 North 3rd Ring Road East, Dongcheng District, Beijing, P.R. China for the attention of director Yang Jianyu no later than 48 hours before the meeting or adjourned meeting at which the proxy is to be used.
By Order of the Board.
| /s/ Jianyu Yang |
| Director: Jianyu Yang |
| Date: 27 October 2011 |
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CONCORD MEDICAL SERVICES HOLDINGS LIMITED
(the “Company”)
SHAREHOLDER PROXY
I/We, of
, being a Shareholder of the Company, hereby appoint any one or more Directors of the Company or the Chairman of the Annual General Meeting of the Company to be held on 26 November 2011 at at 1:00 p.m. or any adjournment thereof (the “Meeting”) or if s/he is unwilling to act [Name of third preference] to be its proxy and to vote for it and on its behalf to do all acts and things which it could personally have done at that meeting of the Company, in such manner as its proxy and if expedient to demand a poll.
This form is to be used in respect of the resolutions mentioned below as follows:
| IN FAVOUR OF |
AGAINST | |||
| Resolution 1 | ¨ | ¨ | ||
| “THAT Article 82(a) of the Articles of Association of the Company be and is hereby replaced in its entirety with a new Article 82(a) as follows: | ||||
| ‘Unless otherwise determined by the Company in general meeting, the number of Directors shall not be more than nine Directors, the exact number of Directors to be determined from time to time solely by resolution adopted by a supermajority of at least two-thirds of all of the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them. For so long as Shares or ADSs are listed on the NYSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the NYSE Rules require for a foreign private issuer so long as the Company is a foreign private issuer.’” | ||||
| Resolution 2 | ¨ | ¨ | ||
| “THAT the appointment of the Independent Auditor Ernst & Young Hua Ming for the fiscal year 2010 at a fee agreed by the directors be and is hereby ratified, confirmed, approved and adopted in all respects.” | ||||
| Resolution 3 | ¨ | ¨ | ||
| “THAT the appointment of the Independent Auditor Ernst & Young Hua Ming for the fiscal year 2011 at a fee agreed by the directors be and is hereby approved.” | ||||
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| Resolution 4 | ¨ | ¨ | ||
| “THAT the inclusion of financial statements of fiscal year 2010 in the Company’s 2010 annual report be and is hereby ratified, confirmed, approved and adopted in all respects.” | ||||
| Resolution 5 | ¨ | ¨ | ||
| “THAT the total number of Shares which may be issued under the 2008 Share Incentive Plan of the Company be increased by 5,101,968 Shares.” | ||||
| Resolution 6 | ¨ | ¨ | ||
| “THAT, as a result of the amendment of Article 82(a) and pursuant to Article 83(ii), Zhang Jing and Yap Yaw Kong will cease to act as Directors of the Company with effect from 27 November 2011.” | ||||
| Resolution 7 | ¨ | ¨ | ||
| “THAT the Register of Directors of the Company be amended to note that Zhang Jing and Yap Yaw Kong will cease to act as Directors, all as set out in these Resolutions.” | ||||
| Resolution 8 | ¨ | ¨ | ||
| “THAT the registered office of the Company be and hereby is instructed to notify the Register of Companies in the Cayman Islands of the changes to the Register of Directors.” | ||||
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Unless otherwise instructed, the proxy may vote as the proxy thinks fit or abstain from voting in respect of the resolutions specified and also on any other business (including amendments to resolutions and appointment of the Chairman of the Meeting) which may properly come before the Meeting.
Signed:
Dated:
NOTES
| 1. | A member entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the member. A proxy need not be a member of the Company. A member may chose a proxy of a member’s own choice by inserting the proxy’s name on this proxy form in the space provided above. |
| 2. | If the appointer is a corporation, this form must be executed under its common seal or the hand of a duly authorised officer. |
| 3. | If the proxy form is returned without an indication as to how the proxy is to vote on a particular matter, the proxy will exercise the proxy’s discretion as to whether, and how the proxy will vote. |
| 4. | In the case of joint holders, any holder may sign this form. |
| 5. | Any alterations made in this form must be initialled. |
To be effective, the proxy form and any authority under which it is executed (or a notarially certified copy of such authority) must be deposited at 18/F, Tower A, Global Trade Center, 36 North 3rd Ring Road East, Dongcheng District, Beijing, P.R. China not less than 48 hours before the time for holding the Meeting. Completion and return of the proxy form will not prevent shareholders entitled to vote from attending and voting in person at the Meeting.
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