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Cocoon Holdings Limited Proxy Solicitation & Information Statement 2018

Jan 9, 2018

49210_rns_2018-01-09_e6c82f26-b870-4e1b-acbe-eb9262bac584.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that a special general meeting (the ‘‘SGM’’) of Alibaba Health Information Technology Limited (the ‘‘Company’’) will be held at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Friday, January 26, 2018 at 10: 30 a.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

ORDINARY RESOLUTIONS

  1. ‘‘THAT the revised annual cap of RMB80,000,000 in respect of the service fees payable by the Company and its subsidiaries for the year ending March 31, 2018 under the services framework agreement dated December 31, 2016 entered into between the Company, Alibaba.com China Limited (阿里巴巴網絡中國有限公司) and Taobao China Holding Limited (淘寶中國控股有限公司), be and is hereby confirmed, approved and ratified;’’

  2. ‘‘THAT the revised annual cap of RMB130,000,000 in respect of the service fees payable to the Company and its subsidiaries for the year ending March 31, 2018 under the services agreement dated March 10, 2017 entered into between Alibaba Health Technology (China) Co., Ltd. (阿里健康科技(中國)有限公司), Zhejiang Tmall Technology Co., Ltd (浙江天貓技術有限公司) and Zhejiang Tmall Network Co., Ltd (浙江天貓網絡有限公司), be and is hereby confirmed, approved and ratified;’’ and

  3. ‘‘THAT the revised annual cap of RMB26,000,000 in respect of the service fees payable by the Company and its subsidiaries for the year ending March 31, 2018 under the logistics services framework agreement dated June 28, 2017 entered into

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between the Company and Zhejiang Cainiao Supply Chain Management Co., Ltd.* (浙江菜鳥供應鏈管理有限公司), be and is hereby confirmed, approved and ratified.’’

By Order of the Board

ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED WANG Lei

Chief Executive Officer and Executive Director

Hong Kong, January 10, 2018

  • English name for identification purpose only

Notes:

  1. All resolutions at the SGM will be taken by poll pursuant to the Bye-laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  3. Any shareholder of the Company whose ownership is either recorded through the Central Clearing and Settlement System (CCASS) or maintained with a licensed securities dealer (i.e. not directly recorded in his own name in the Register of Members of the Company) shall only be entitled to vote by providing its instructions to vote to HKSCC Nominees Limited either directly as a CCASS Participant or through its licensed securities dealer and the relevant financial intermediaries. In order to attend and vote at the meeting, any such shareholder shall be appointed by HKSCC Nominees Limited as its proxy to attend and vote instead of him.

  4. In order to be valid, the form of proxy must be deposited 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. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

  6. As at the date of this notice, the Board comprises seven Directors, of whom (i) one is an executive Director, namely Mr. WANG Lei; (ii) three are non-executive Directors, namely Mr. WU Yongming, Mr. KANG Kai and Ms. ZHANG Yu; and (iii) three are independent non-executive Directors, namely Mr. YAN Xuan, Mr. LUO Tong and Mr. WONG King On, Samuel.

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