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Aceso Life Science Group Limited Proxy Solicitation & Information Statement 2011

Jun 28, 2011

49235_rns_2011-06-28_9f18d748-625f-4fac-a40f-07b3d38223cf.pdf

Proxy Solicitation & Information Statement

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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 JULY 2011 (OR AT ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of share(s)[2] of HK$0.05 each in the share capital of HAO TIAN RESOURCES GROUP LIMITED (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of as

my/our proxy to attend and vote for me/us at the extraordinary general meeting of the Company to be held at 10:00 a.m. on 15 July 2011 (or at any adjournment thereof) at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong, as indicated below:

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----- Start of picture text ----- ORDINARY RESOLUTION FOR [4] AGAINST [4]1. (a) THAT the exercise by the directors during the Relevant Period (as defined below) of all the powers ofthe Company to issue, allot and dispose of additional shares of the Company and to make or grant offers,agreements and options which would or might require shares to be allotted, issued or disposed of duringor after the end of the Relevant Period, be and is hereby generally and unconditionally approved, providedthat, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed recorddate in proportion to their then holdings of shares (subject to such exclusions or other arrangements asthe directors may deem necessary or expedient in relation to fractional entitlements or having regard toany restrictions or obligations under the laws of, or the requirements of any recognised regulatory body orany stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangementfor the time being adopted for the grant or issue to officers and/or employees of the Company and/or anyof its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend schemeor similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend onshares of the Company in accordance with the articles of association of the Company or (iv) the exerciseof subscription rights attaching to any warrants issued by the Company and from time to time outstanding,the total nominal amount of additional shares to be issued, allotted, disposed of or agreed conditionally orunconditionally to be issued, allotted or disposed of (whether pursuant to an option or otherwise) shall notin total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date ofthis resolution and the said approval shall be limited accordingly; and(b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolutionuntil whichever is the earlier of:(i) the conclusion of the next annual general meeting of the Company;(ii) the revocation or variation of the authority given under this resolution by an ordinary resolutionof the shareholders in a general meeting; and(iii) the expiration of the period within which the next annual general meeting of the Company isrequired by the articles of association of the Company or the laws of the Cayman Islands to be held.2. THAT the authorised share capital of the Company be and is hereby increased from HK$250,000,000 dividedinto 5,000,000,000 shares of HK$0.05 each to HK$500,000,000 divided into 10,000,000,000 shares of HK$0.05each by the creation of additional 5,000,000,000 ordinary shares of HK$0.05 each and that such new shares, uponissue, shall rank pari passu in all respects with the existing ordinary shares of the Company.----- End of picture text -----

  • Dated this day of 2011 Signature[5] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares of HK$0.05 each in the share capital of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
  1. If any proxy other than the Chairman is appointed, strike out the words “the Chairman of the meeting or” and the full name and address of the proxy desired to be inserted in BLOCK CAPITALS in the space provided. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  2. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to cast his vote at his discretion. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  3. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

  4. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

  5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified true copy thereof, must be deposited at the branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

  6. The proxy need not be a member of the Company but must attend the meeting in person to represent you at the meeting or any adjournment thereof.

  7. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.

  8. Any alteration made to this form of proxy must be initialled by the person who signs it.