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Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2022
Mar 7, 2022
49210_rns_2022-03-07_13c90484-5db5-4e92-b899-d22e46a69fe1.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 notice, 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 notice.
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 via the e-Meeting System on Monday, March 28, 2022 at 11: 00 a.m. by way of a virtual meeting for the purposes of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:
ORDINARY RESOLUTIONS
‘‘THAT
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the 2023 advertising services framework agreement entered into between the Company and Alibaba Holding on February 4, 2022, the continuing connected transactions contemplated thereunder and the proposed annual cap for the year ending March 31, 2023, be and hereby are confirmed, approved and ratified;
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the 2023 framework technical services agreement entered into between Alibaba Health Technology (Hangzhou) Co., Ltd. (阿里健康科技(杭州)有限公司), Alibaba Health Technology (Hainan) Co., Ltd. (阿里健康科技(海南)有限公司) and the Tmall Entities (namely, Zhejiang Tmall Technology Co., Ltd. (浙江天貓技術有限公 司), Zhejiang Tmall Network Co., Ltd. (浙江天貓網絡有限公司) and/or their applicable affiliates (as the case may be), collectively) on February 4, 2022, the continuing connected transactions contemplated thereunder and the proposed annual cap for the year ending March 31, 2023, be and hereby are confirmed, approved and ratified; and
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- any one or more of the directors of the Company (the ‘‘Directors’’) or the company secretary of the Company for and on behalf of the Company be and hereby are 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 transactions contemplated in the Resolutions 1 and 2.’’
By Order of the Board
ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED ZHU Shunyan
Chairman and Chief Executive Officer
Hong Kong, March 8, 2022
Notes:
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All resolutions at the SGM will be taken by poll pursuant to the bye-laws of the Company 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.
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Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote via the e-Meeting System instead of him/her. A proxy needs 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.
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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/her own name in the Register of Members of the Company) shall only be entitled to vote by providing his/her instructions to vote to HKSCC Nominees Limited either directly as a CCASS Participant or through his/her licensed securities dealer and the relevant financial intermediaries. In order to attend and vote via the e-Meeting System at the SGM, any such shareholder shall be appointed by HKSCC Nominees Limited as its proxy to attend and vote instead of him/her.
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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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting via the e-Meeting System at the SGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
In the case of joint holders of any share(s), only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.
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The record date for determining the entitlement of the shareholders of the Company to attend and vote at the above meeting will be Tuesday, March 22, 2022. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4: 30 p.m. on Tuesday, March 22, 2022.
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In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.
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As at the date of this notice, the Board comprises seven Directors, of whom (i) three are executive Directors, namely Mr. ZHU Shunyan, Mr. SHEN Difan and Mr. TU Yanwu; (ii) one is a non-executive Director, namely Mr. LI Faguang; and (iii) three are independent non-executive Directors, namely Mr. LUO Tong, Mr. WONG King On, Samuel and Ms. HUANG Yi Fei (Vanessa).
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English name for identification purposes only.
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