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Consun Pharmaceutical Group Limited Proxy Solicitation & Information Statement 2024

May 7, 2024

50087_rns_2024-05-06_888c4af4-1a63-43b0-a04b-1d006befc113.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 1681)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 MAY 2024

I/We (Note 1)

of

(Note 2) shares of HK$0.10 each in the share capital

being the registered holder(s) of (Note 2) shares of HK$0.10 each in the share capital of Consun Pharmaceutical Group Limited (the “ Company ”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or

of

as my/our proxy to attend at the extraordinary general meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at 22/F United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 31 May 2024 at 10:15 a.m. or immediately after conclusion of the Company’s annual general meeting to be held on the same day, whichever is later, for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS* FOR (Note 4) AGAINST (Note 4) AGAINST (Note 4) AGAINST (Note 4)
1. (a)To approve the adoption of the 2024 Share Option Scheme (as defined in the
circular of the Company dated 7 May 2024 (the “Circular”)); and
(b)To approve the adoption of the Scheme Mandate Limit (as defined in the
Circular).
2. Conditional upon the above ordinary resolutions No. 1 being duly passed, to
approve the adoption of the Service Provider Sublimit (as defined in the Circular).
SPECIAL RESOLUTION*
3. To approve the proposed amendments to the existing memorandum and articles of
association of the Company and to adopt the second amended and restated
memorandum and articles of association of the Company, and to authorise any one
director, registered office provider or company secretary of the Company to do all
such acts and things and execute all such documents to effect the same.
*Date:Notes:1.2.3.4.5.6.7.8.9. The full text of the resolution appears in the notice of the extraordinary general meeting, which is included in the circular despatched to the shareholders.Signature:Full name(s) and address(es) to be inserted in BLOCK CAPITALS.Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of theCompany registered in your name(s).If any proxy other than the Chairman is preferred, please strike out “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and addressof the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMANOF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSONWHO SIGNS IT.You must provide a valid email address of your proxy in the space provided (except when the chairman of the EGM is appointed as your proxy). If no emailaddress is provided, your proxy cannot attend and vote online. Details regarding the EGM arrangements including login details to access the Online Platformwill be sent by Computershare Hong Kong Investor Services Limited, to the email address of the proxies or corporate representatives provided to it in therelevant forms of proxy.IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTEAGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all of the boxes will entitleyour proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meetingother than those referred to in the notice convening the Meeting.Any shareholder of the Company (“Shareholder”) entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be anindividual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Shareholder to speak at theMeeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Shareholder. A Shareholder may appoint more than one proxyto attend on the same occasion.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 either executed under its sealor under the hand of an officer or attorney duly authorised.To be valid, this form of proxy together with a power of attorney (if any) 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 and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17MFloor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or anyadjournment thereof).Completion and delivery of this form of proxy shall not preclude you from attending and voting in person at the Meeting (and at any adjournment thereof) ifyou so wish. ncluded in the circular despatched to the shareholders.

PERSONAL INFORMATION COLLECTION STATEMENT

appointmentYourofsupplya proxyof your(or proxies)and yourandproxy’syour voting(or proxies’)instructionsname(s)for andthe emailMeetingaddress(es)(the “ Purposes is on a”).voluntaryThe Companybasis formaythetransferpurposeyourof processingand your proxy’syour request(or proxies’)for the name(s) and email address(es) to its agent, contractor, or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised 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 email 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 (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.