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Aceso Life Science Group Limited Proxy Solicitation & Information Statement 2011

May 24, 2011

49235_rns_2011-05-24_bb2b8212-e6b8-4b84-b9c3-cd8a88f54592.pdf

Proxy Solicitation & Information Statement

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

(formerly known as “Winbox International (Holdings) Limited 永保時國際(控股)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 13 June 2011

I/We[1]

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 13 June 2011 (and at any adjournment thereof) at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong as indicated below:

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR4 AGAINST4
1.(a)To approve the S&P Agreement (as defined in the circular of the Company dated 25 May 2011(the “Circular”));(b)To authorise the directors of the Company to take all steps to implement and/or give effect to theterms of the S&P Agreement;(c)To authorize the directors of the Company to (i) issue and allot up to 941,558,441 non-votingconvertible Shares by the Company to the Vendor (as defined in the Circular) (“ConvertibleShares”) and (ii) issue convertible bond in such principal amount of HK$575,000,000 by theCompany to the Vendor as may be contemplated and/or adjusted pursuant to the S&P Agreement(“Convertible Bond”) as the consideration for the acquisition under the S&P Agreement;(d)To authorize the directors of the Company to (i) issue and allot such number of Shares (the “CBConversion Shares”), credited as fully paid, to the holders of the Convertible Bond (or its/theirnominee), upon conversion of the Convertible Bond (in part or in full) in accordance with theterms of the S&P Agreement; and (ii) issue and allot such number of Shares upon conversionof the Convertible Shares (the “CS Conversion Shares”) in accordance with the terms of theS&P Agreement and that the CB Conversion Shares and CS Conversion Shares, when issued andallotted, shall rank pari passu in all respects with all other Shares in issue as at the date of suchissue and allotment; and(e)To authorise the directors of the Company to take all steps necessary or expedient in connectionwith the allotment and issue of the CS Conversion Shares and CB Conversion Shares.
2.(a)To approve the authorised share capital of the Company of HK$250,000,000 to be divided into5,000,000,000 shares of HK$0.05 and be re-designated and re-classified as (i) 2,411,463,553ordinary shares of HK$0.05 each (“Ordinary Shares”) and (ii) 941,558,441 Convertible Sharesof HK$0.05 each and the rights and restrictions of which are set out in the Circular and toapprove all of the existing issued shares of the Company to be re-designated as Ordinary Shareswhich shall have the same rights and restrictions attached thereto as are attached to the sharesimmediately prior to the re-designation and re-classification of the share capital of the Company;(b)To approve the rights and restrictions of the Convertible Shares as set out in the Circular;(c)To approve the Convertible Shares to carry equal rights and rank pari passu with one another andeach Convertible Share shall have the rights and benefits and subject to the restrictions set out inthe Circular; and(d)To authorize the Directors of the Company to do all other acts and things and execute alldocuments which they consider necessary, desirable or expedient for the implementation of andgiving effect to the transactions contemplated under this resolution.
Dated thisNotes: day of 2011Signature5
  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).

  3. Full name and address of the proxy desired to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

  4. 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.

  5. 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.

  6. 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).

  7. 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.

  8. 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.

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

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