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CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2023
Feb 14, 2023
50715_rns_2023-02-14_958791cf-2c2c-4b0b-ae11-1434fbb63256.pdf
Proxy Solicitation & Information Statement
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CStone Pharmaceuticals 基石藥業
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2616)
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
I/We (Name)
of (Address) being the holder(s) of
(Block capitals, please)
(see Note 1) shares of US$0.0001 each in the capital of CStone Pharmaceuticals (the “ Company ”) hereby
appoint (Name)
of (Address)
or failing him/her (Name)
of (Address)
or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ EGM ”) to be held at 21/F, New Bund Times Square, No. 399 West Haiyang Road, Pudong New District, Shanghai, China on Tuesday, March 7, 2023 at 9:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:
Capitalised terms contained in the circular dated February 15, 2023 issued by the Company shall have the same meanings when used herein unless otherwise specified.
| Ordinary Resolutions (see Note 3) For Against 1. To consider and approve the proposed amendments to the Post-IPO ESOP 2. To consider and approve the proposed amendments to the Post-IPO RSU Scheme 3. To consider and approve the Scheme Mandate Limit 4. To consider and approve the Service Provider Sublimit 5. To re-grant Options to Dr. Yang, an Existing Grantee, under the Post-IPO ESOP to subscribe for an aggregate of 4,340,000 Shares 6. To grant Options to Dr. Yang under the Post-IPO ESOP to subscribe for an aggregate of 28,000,000 Shares |
|
|---|---|
Dated this day of 2023
Signature(s)
(see Note 5)
Notes:
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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 in the capital of the Company registered in your name(s).
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A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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. Please also refer to the notice of EGM dated February 15, 2023 for the full text of the resolutions.
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If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
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In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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To be valid, this form of proxy must be completed, signed and deposited at the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. by no later than 9:00 a.m. on Sunday, March 5, 2023). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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A proxy need not be a shareholder of the Company.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, 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 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 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 Computershare Hong Kong Investor Services Limited at the above address.