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Almana Limited Proxy Solicitation & Information Statement 2004

May 25, 2004

51315_rns_2004-05-25_7b56cd6d-78ee-4f20-97f8-b8a539f9e5b2.pdf

Proxy Solicitation & Information Statement

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==> picture [83 x 55] intentionally omitted <==

MEDICAL CHINA LIMITED 神州醫療科技有限公司[*]

(Incorporated in the Bermuda with limited liability)

(Stock Code: 8186)

FORM OF PROXY

Annual General Meeting to be held at Boardroom I, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on 18th June, 2004, Friday at 9:00 a.m.

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.01 each in the capital of

Medical China Limited (the “Company”), HEREBY APPOINT[3]

of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the Annual General Meeting (and at any adjournment thereof) of the Company to vote for me/us in my/our name(s) in respect of the resolutions referred to in the Notice of the Annual General Meeting (with or without modifications) in the manner as hereunder indicated and if no such indication is given, as my/our proxy thinks fit.

Resolutions Resolutions Resolutions Resolutions For4 Against4
1.
To receive and adopt the audited Consolidated Financial Statements of the Company and its
subsidiaries and the Reports of the Directors and the Auditors for the year ended 31st December,
2003.
2A.
To re-elect Mr. Li Tai To, Titus as a Director.
2B.
To re-elect Mr. Chen Mi
nshen as a Director.
2C.
To re-elect Mr. Fan Wan
Tat as a Director.
2D.
To authorise the Board o
f Directors to fix the Directors’ remuneration.
3.
To appoint Auditors of th
e Company and to authorise the Board of Directors to fix their remuneration.
4.
To grant a general manda
exceeding 20 per cent. of
te to the Directors to allot and issue additional shares of the Company not
the issued share capital of the Company (“New Issue Mandate”).
5.

p
To grant a general manda
er cent. of the issued sh
te to the Directors to repurchase shares of the Company not exceeding 10
are capital of the Company.
6.
To extend the New Issue Mandate.
7.
To amend the bye-laws o f the Company.
Dated this
day of

2004
Signature(s)7

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

  2. Please insert the number of shares of HK$0.01 each in the 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 in the capital of the Company registered in your name(s).

  3. Full name and address of the proxy (who must be an individual) to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Shareholders are entitled to appoint a proxy of his/her own choice.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A ‘ ’ IN THE BOX MARKED “For” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A ‘ ’ IN THE BOX MARKED “Against” BESIDE THE APPROPRIATE RESOLUTION . If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. The 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. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company’s Share registrar, that is Computershare Hong Kong Investors Services Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. If more than one joint holders of a share are present at the meeting personally or by proxy, the joint holder so present whose name stands first on the register of members in respect of such share, shall alone be entitled to vote.

  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer, attorney or other person duly authorised.

  8. The proxy need not be a member of the Company.

  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 alterations to this form of proxy must be initialled by the person who signs it.

  11. For identification only