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Aceso Life Science Group Limited Proxy Solicitation & Information Statement 2020

Dec 10, 2020

49235_rns_2020-12-10_a549951c-01cc-4984-af82-780af4972e7d.pdf

Proxy Solicitation & Information Statement

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信銘生命科技集團有限公司

Aceso Life Science Group Limited

(formerly known as Hao Tian Development Group Limited 昊天發展集團有限公司 )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00474)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

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----- Start of picture text ----- I/We [(note] [1)]of (note 1)being the holders of (note 2) ordinary shares of HK$0.01 each in the share capital of Aceso Life Science GroupLimited (formerly known as Hao Tian Development Group Limited) (the ‘‘Company’’), HEREBY APPOINT [(note] [3)] the chairman of the extraordinary general meeting ofthe Company, orofor failing him/her,ofas my/our proxy to attend and act for me/us at the extraordinary general meeting (or any adjournment thereof) to be held at 10/F, CKK Commercial Centre, 289 HennessyRoad, Wanchai, Hong Kong at 10:00 a.m. on Thursday, 31 December 2020 (‘‘EGM’’) to consider and, if thought fit, pass the resolution as set out in the notice conveningthe EGM and at the EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated, or if no suchindication is given, as my/our proxy thinks fit.ORDINARY RESOLUTION For [(note] [4)] Against [(note] [4)]THAT:(a) theAgreement(supplemental‘‘HTICIsale ’’and),’’)VictoryagreementspurchaseenteredBrightintoagreementdatedLimitedamong27 (theNovemberdatedHao‘‘BuyerTian4 September2020’’International) andandSoaring20207 DecemberConstructionWealth(as amendedVentures2020)Investmentand(theLimitedsupplemented‘‘Sale(theGroupand‘‘SellerPurchaseLimitedby’’)theinrelation‘‘considerationTargetto,Companyamongof HK$1,125,000,000other’’), representingthings, the (thesalethe ‘‘andentireTotalpurchaseissuedConsiderationofshare100 capitalordinary’’), whichofsharesthewillTargetbein AlcottsettledCompany,Globalupon completionLimitedat the total(theasto‘‘Consideration(i) HK$125,000,000Share(s)’’by) attheHK$0.25allotmentper Considerationand issue of Share500,000,000by HTICIordinaryto the Sellershares(orin itsHTICInominee);(the(ii) HK$850,000,000 by the issue of the promissory notes by HTICI to the Seller (or its nominee) in theaggregate principal amount of HK$850,000,000; and (iii) HK$150,000,000 by the issue of the 5.00%Share(s)convertibleHK$150,000,000’’) atbondsthe convertibleinitialdue 2024conversionbyintoHTICIapricemaximumto theof HK$0.30Sellerof (or500,000,000perits Conversionnominee)conversioninSharethe aggregate(subjectsharestoprincipal(theadjustments),‘‘Conversionamountandofthe transactions contemplated thereunder be and are hereby confirmed, approved and ratified (a copy of theSale and Purchase Agreement has been tabled at the EGM for the purpose of identification);(b) conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to dealin, the Consideration Shares and the Conversion Shares, the allotment and issue of the Consideration Sharesand Conversion Shares by HTICI to the Seller (or its nominee) which constitutes a deemed disposal of theCompany be and is hereby approved;(c) any one of the directors of the Company (the ‘‘Director(s)’’) be and is hereby authorised to do all suchfurther acts and things and sign, agree, ratify and/or execute all such further documents or instruments underhand (or where required, under the common seal of the Company together with such other Director orperson authorised by the board of Directors) and take all such steps as the Director in his/her discretion mayconsider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with theSale and Purchase Agreement and any of the transactions contemplated thereunder.Date: Signature(s) [(note] [5)] :Notes:1. Please insert full name(s) and address(es) in BLOCK CAPITALS.2. Please indicate clearly the number of the shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy will be deemed to be3. appointedWhere the inproxyrespectappointedof all theis notsharesthe inchairmanthe Companyof the registeredEGM, pleasein yourcrossname(s).out ‘‘the chairman of the extraordinary general meeting of the Company, or’’, and fill in the name(s) and address(es) of the proxyin the space provided. Each shareholder is entitled to appoint one proxy to attend and vote at the meeting on his behalf. The proxy needs not be a member of the Company but must attend the EGM in4. personImportant:to representif you wishyou. toThevotepersonfor anywhoresolution,signs this proxytick informthe shallbox markedinitial against‘‘For’’any. If alterationyou wish into it.vote against any resolution, tick in the box marked ‘‘Against’’. Failure to tick any box will entitleyour proxy to cast your vote at his discretion.5. This form of proxy must be signed by you or your attorney duly authorised in writing (in this case, the power of attorney must be notarially certified) or, in the case of a corporation or institution, eitherunder the corporate seal or under the hand of the chairman of its board of directors or attorney duly authorised in writing. Any alteration made to this proxy form must be initialled by the person(s) whosign it.6. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney orotherQueenauthority’s Road East,(if applicable),Wan Chai,mustHongbeKong,depositednot lessat thethanoffice48 hoursof thebeforebranchthesharetimeregistrarappointedof forthe theCompany,holding Computershareof the EGM orHongany adjournmentKong Investorthereof.ServicesCompletionLimited, and17MdeliveryFloor, Hopewellof this formCentre,will 183notpreclude you from attending and voting at the EGM if you wish.7. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if morethan one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder,and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.8. Unless otherwise defined in this form, capitalised terms used in this form shall have the same meaning as those defined in the notice of the EGM dated 11 December 2020.9. The translation into Chinese language of this proxy form is for reference only. In case of any inconsistency, the English version shall prevail.----- End of picture text -----

  • PERSONAL INFORMATION COLLECTION STATEMENT

  • ‘‘Personal Data’’ in this proxy form has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong (‘‘PDPO’’), which includes the name(s) and address(es) of you and your proxy(ies). Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary basis. Personal Data of you and your proxy(ies) providedMeetingData of youofin thethisandCompanyproxyyour proxyform(thewill(or‘‘Purposesproxies)be used ’’forto). theHowever,the Companypurposeweof’smayandbranchnotin connectionbeshareableregistrarto processwithTricorprocessingyourInvestorrequestyourServicesunlessrequestyouLimited,forprovidethe appointmentourusagent,with Personalcontractor,of a proxyDataor(orofthirdproxies)youpartyandtoyourserviceattend,proxy(ies).provideract and Wevotewhomayonprovidesyourdisclosebehalfadministrative,to and/oras directedtransfercomputerabovePersonalat andthe other services to us for use in connection with the Purposes and to such parties who are authorized by law to request for the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data may be used. You and your proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the Company/the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.