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Biosino Bio-Technology and Science Incorporation — Proxy Solicitation & Information Statement 2011
Nov 13, 2011
51351_rns_2011-11-13_ac3979d0-fd85-467f-ab08-d3e6193f091b.pdf
Proxy Solicitation & Information Statement
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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION[*]
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8247)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)
I/We[(Note 1)]
of
being the registered holder(s) of[(Note 2)]
Domestic Shares/H Shares of RMB1.00 each in the share capital of Biosino Bio-Technology and Science Incorporation* (the “Company”) HEREBY APPOINT[(Note 3) ] of
or failing him, the Chairman of the meeting as my/our proxy to attend and act for me/us at the extraordinary general meeting (the “EGM”) of the Company to be held at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the People’s Republic of China (the “PRC”) on Tuesday, 27 December 2011 at 10 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice (the “Notice”) convening the EGM and to vote for me/us at the EGM (or at any adjournment thereof) in respect of the resolution as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit.
| SPECIAL RESOLUTION(Note 4) | For (Note 5) | Against(Note 5) |
|---|---|---|
| (a)the equity transfer agreement (the “Equity Transfer Agreement”) dated 12 November 2011(a copy of which is produced to the meeting marked ‘‘A’’ and signed by the chairman ofthe EGM for the purpose of identification) entered into between the Company as the vendorand Renhe (Group) Development Co., Ltd.* as the purchaser in relation to the disposal of80% equity interest in Beijing Baiao Pharmaceutical Company Limited* subject to the termsand conditions of the Equity Transfer Agreement and all the transactions contemplatedthereunder be and are hereby approved, confirmed and ratified; and(b)any one or more of the directors of the Company be and is/are hereby authorised to do allsuch acts and things and to sign, execute, perfect, deliver all such documents and, deeds asthey may in their discretion consider necessary, appropriate or expedient to implement andgive effect to the Equity Transfer Agreement and all transactions contemplated thereunder. |
Date:
Signature(s)[(Note 6)] :
Notes:
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Please insert the full name(s) and address(es) (as shown in the register of holders of H Shares or the register of holders of Domestic Shares) in BLOCK CAPITALS.
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Please insert the number and class of shares in the Company registered in your name(s) to which this Form of Proxy relates. If no number is inserted, this Form of Proxy will be deemed to relate to all shares in the share capital of the Company registered in your name(s).
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Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY.
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The full text of these resolutions is set out in the Notice issued by the Company on 12 November 2011.
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Important: If you wish to vote for any resolution, please tick (“✓”) the relevant box marked “For”. If you wish to vote against any resolution, please tick (“✓”) the relevant box marked “Against”. Failure to tick either box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.
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This Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.
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To be valid, this Form of Proxy and, if such form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a nominally certified copy of that power of attorney or other authority, must be deposited at the Company’s H share registrar Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, and in case of holders of Domestic Shares, must be delivered to the Secretary to the Board at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC, as soon as possible and in any event not less than 24 hours before the time for holding the EGM or any adjournment thereof (as the case may be).
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Each shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. The proxy need not be a shareholder of the Company but must attend the EGM in person to represent you.
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In the case of the joint holders of any Share, only the person whose name appears first in the register of holders of H Shares or the register of holders of Domestic Shares shall be entitled to attend and exercise all the voting powers attached to such Share at the EGM.
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Any alteration made to this Form of Proxy must be initiated by the person(s) who sign(s) it.
- For identification purposes only