AI assistant
CANbridge Pharmaceuticals Inc. — Proxy Solicitation & Information Statement 2024
Jun 6, 2024
49783_rns_2024-06-06_89801f5e-27d5-40df-b24c-170ad5f13ba3.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [29 x 35] intentionally omitted <==
CANbridge Pharmaceuticals Inc. 北海康成製藥有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1228)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, JUNE 27, 2024
I/We [(Note][1)]
of
being the registered holder(s) of [(Note][2)] shares of par value of US$0.00001 each in the capital of CANBRIDGE PHARMACEUTICALS INC. 北海康成製藥有限公司 (the “ Company ”), HEREBY APPOINT the chairman of the meeting or [(Note][3)] of (email address)
(as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (or at any adjournment thereof) of the Company to be held at virtually via electronic means without physical attendance on Thursday, June 27, 2024 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | For (Note 4) | Against (Note 4) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. | To receive and consider the audited consolidated financial statements of the Company | |||||||||
| and the reports of the directors of the Company (the “Directors”) and auditor of the | ||||||||||
| Company for the year | ended December 31, 2023. | |||||||||
| 2. | (i) To re-elect Dr. James Qun Xue as an executive Director. | |||||||||
| (ii) To re-elect Dr. Kan Chen as a non-executive Director. | ||||||||||
| (iii)To re-elect Mr. Peng Kuan Chan as an independent non-executive Director. | ||||||||||
| 3. | To consider the re-appointment of Ernst & Young as the auditor of the Company for the | |||||||||
| year ending December 31, 2024 and to authorize the Board to fix | its remuneration. | |||||||||
| 4. | To grant a general mandate to the Directors to issue new shares of the Company. | |||||||||
| 5. | To grant a general mandate to the Directors to repurchase shares of the Company. | |||||||||
| 6. | To extend the general mandate to issue new shares by adding | the number of shares | ||||||||
| repurchased. | ||||||||||
| 7. | To approve and adopt the amended Share Option Scheme and authorise the Directors to | |||||||||
| handle all matters in connection with the Share Option Scheme. | ||||||||||
| 8. | To approve and adopt | the amended RSU Scheme and authorise the Directors to handle all | ||||||||
| matters in connection | with the RSU Scheme. |
I/We hereby acknowledge and confirm as follows:
-
I/we am/are duly authorised by my/our proxy to provide his/her personal information (including the email address) above;
-
(where an email address is provided) the Company and its agents are authorised to send the login details to access the online platform to my/our proxy through the email address provided above;
-
I have checked and ensured that all information provided in this form of proxy is accurate and complete. Neither the Company nor its agents assume any obligation or liability whatsoever in respect of the accuracy or completeness of the information provided, or in connection with the transmission of the login details or any use of the login details for voting or otherwise;
-
if I/we or my/our proxy cast my/our votes through the online platform, such votes are irrevocable once the voting session of the Meeting ends; and
-
if my/our proxy has not received the login details by email by 12:00 noon on Wednesday, June 26, 2024, I/we understand that I/we should reach out to the Hong Kong Share Registrar of the Company for assistance. Date:
Signature [(Note][5)]
Date:
Notes:
-
Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.
-
Please insert the number of shares registered in your name(s) to which the proxy relates. 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).
-
If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
-
IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so will entitle your proxy to vote or abstain from voting as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
-
This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorized.
-
In the case of joint holders, the vote of a senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
-
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 branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.
-
Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.
-
The Notice of Annual General Meeting is set out in the Company’s circular dated June 6, 2024. 10. A Shareholder entitled to vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to vote instead of the Shareholder. A proxy does not need to be a Shareholder. However, given the hybrid arrangements adopted by the Company as set out in the circular of the Company dated June 6, 2024, if you wish to vote on any resolution at the Meeting, you may complete this form and appoint the Chairman of the Meeting as your proxy to exercise your right to vote at the Meeting in accordance with your instructions.
PERSONAL INFORMATION COLLECTION STATEMENT
Yourand yoursupplyvotingof yourinstructionsand yourforproxy’sthe meeting(or proxies’)of the name(s)Companyand(theaddress(es)“ Purposes is”).onWea voluntarymay transferbasisyourfor andthe purposeyour proxy’sof processing(or proxies’)your name(s)request forandtheaddress(es)appointmentto ourof aagent,proxycontractor,(or proxies)or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.