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3SBio Inc. Proxy Solicitation & Information Statement 2024

May 24, 2024

49981_rns_2024-05-24_bf3a2528-af5e-4a09-8a23-217a2fff1bf4.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 25 JUNE 2024 AT 10:00 A.M.

I/We, being the registered holder(s) of 3SBio Inc. (the “ Company ”), hereby appoint the proxy [(Note][1)] as specified below or failing him/her, THE CHAIRMAN OF THE MEETING [(Note][1)] to attend and vote for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) of the Company to be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on 25 June 2024 at 10:00 a.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. (Note 7)
Signature (Note 3)
Date
Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITALS.)
Full Name
No. of Shares (Note 2)
Full Address
ORDINARY RESOLUTIONS FOR (Note 4)
AGAINST (Note 4)
1. To receive and adopt the audited consolidated financial statements of the Company for the year ended
31 December 2023 and the reports of the directors and auditors thereon.
2(A). To re-elect Dr. LOU Jing as an executive director of the Company.
2(B). To re-elect Mr. NG, Joo Yeow Gerry as an independent non-executive director of the Company.
2(C). To authorise the board of directors of the Company to fix the remuneration of the directors of the
Company.
3. To declare a final dividend of HK$25 cents per ordinary share for the year ended 31 December 2023.
4. To re-appoint Ernst & Young as auditors of the Company to hold office until the conclusion of the next
annual general meeting of the Company and to authorise the board of directors of the Company to fix
their remuneration for the year ending 31 December 2024.
5(A). To grant a general mandate to the directors of the Company to allot, issue and deal with additional
shares of the Company (including any sale or transfer of treasury Shares out of treasury) not exceeding
20% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date
of passing of this resolution.
5(B). To grant a general mandate to the directors of the Company to repurchase shares of the Company not
exceeding 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at
the date of passing of this resolution.
5(C). To extend the general mandate granted to the directors of the Company to allot, issue and deal with
additional shares of the Company (including any sale or transfer of treasury Shares out of treasury) by
the aggregate number of shares repurchased by the Company.
Notes:
1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the
meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. **ANY ALTERATION MADE TO THIS PROXY ** FORM MUST BE INITIALED BY THE
PERSON WHO SIGNS IT. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
2. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its
common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint
shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined
by the order in which the names stand in the register of members in respect of the joint shareholding.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✔**) IN THE RELEVANT BOX BELOW THE BOX ** **MARKED “FOR”. IF ** YOU WISH TO VOTE AGAINST A
RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in
respect of that resolution at his/her discretion or to abstain.Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than
those referred to in the notice convening the meeting.
5. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the
Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48
hours before the time fixed for holding the meeting or any adjournment thereof.
6. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
7. Please provide one certificate number, if possible, to facilitate processing.
8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.