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Cocoon Holdings Limited Proxy Solicitation & Information Statement 2017

Dec 14, 2017

49210_rns_2017-12-14_6e79e7aa-74ae-402b-b34e-88273601e517.pdf

Proxy Solicitation & Information Statement

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ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED 阿 里 健 康 信 息 技 術 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00241)

Form of proxy for use at the special general meeting (or at any adjournment thereof)

I/We[1]

of

shares[2] of HK$0.01 each in the capital of

being the registered holder(s) of shares of HK$0.01 each in the capital of ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED (the ‘‘Company’’), HEREBY APPOINT the chairman of the special general meeting or[3]

of

as my/our proxy to act for me/us at the special general meeting (the ‘‘Meeting’’) (or at any adjournment thereof) of the Company, to be held at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Thursday, January 4, 2018 at 10: 30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the resolution set out in the notice convening the Meeting (the ‘‘Notice’’) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution (with or without amendment or modification) as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION

FOR[4] AGAINST[4]

  1. (a) the subscription agreement dated November 17, 2017 entered into between the Company and Ali JK Nutritional Products Holding Limited (the ‘‘Subscriber’’) (the ‘‘Subscription Agreement’’) (a copy of which has been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; (b) the board of directors of the Company (the ‘‘Directors’’) be and is hereby authorized and granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue to the Subscriber, 442,425,000 new shares of the Company at the subscription price of HK$4.00 each in the share capital of the Company in accordance with the terms and conditions of the Subscription Agreement; and (c) any one or more of the Directors be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the Subscription Agreement, the Specific Mandate and the transactions contemplated thereunder.

Signature[6]

Dated

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares 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 the shares in the Company registered in your name(s).

  3. If any proxy, other than the chairman of the Meeting is preferred, strike out ‘‘the chairman of the special general meeting or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  5. In order to be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy hereof, must be lodged at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, 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 adjournment thereof.

  6. 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 under its seal or under the hand of an officer or attorney duly authorised.

  7. In the case of joint holders, 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 holders, and for this purpose, seniority will 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. The proxy need not be a member of the Company but must attend the Meeting and at any adjournment thereof in person to represent you. PERSONAL INFORMATION COLLECTION STATEMENT

  9. (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’).

  10. (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form. (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong Registrar of the Company) unless it is a requirement to so do bylaw, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

  11. (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.