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EC Healthcare Proxy Solicitation & Information Statement 2021

Mar 3, 2021

50395_rns_2021-03-03_fd9829e3-1656-4c0f-bdc8-3af7c675c9b0.pdf

Proxy Solicitation & Information Statement

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Union Medical Healthcare Limited


香港醫思醫療集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2138)

FORM OF PROXY

Form of proxy for the extraordinary general meeting (the ‘‘EGM’’) to be held at Level 50, Langham Place Office Tower, 8 Argyle Street, Mongkok, Hong Kong on Thursday, 25 March 2021 at 10:00 a.m. or any adjournment thereof

I/We[(note][a)]

of

being the registered holder(s) of[(note][b)] shares of Union Medical Healthcare Limited (香港醫思醫療集團 有限公司*) (the ‘‘Company’’) hereby appoint the Chairman of the EGM or[(note][c)] (name) of (address) as my/our proxy to attend, act and vote for me/us and on my/our behalf at the EGM to be held at Level held at Level 50, Langham Place Office Tower, 8 Argyle Street, Mongkok, Hong Kong on Thursday, 25 March 2021 at 10:00 a.m. and at any adjournment thereof to vote on my/our behalf as directed below. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 4 March 2021.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll[(note][d)] .

Special Resolutions FOR AGAINST 1 That subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be and is hereby changed from ‘‘Union Medical Healthcare Limited’’ to ‘‘EC Healthcare’’ and the dual foreign name in Chinese of the Company ‘‘醫 思健康’’ be adopted (the ‘‘Proposed Change of Company Name’’); 2 That subject to the passing of special resolution 1 above and the new name being entered into the Register of Companies by the Registrar of Companies of the Cayman Islands, the memorandum of association and articles of association of the Company be amended by replacing all references to ‘‘Union Medical Healthcare Limited’’ with ‘‘EC Healthcare 醫 思健康’’ in order to reflect the Proposed Change of Company Name; 3 That any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised to execute all such other documents and agreements for and on behalf of the Company and do all such acts and things as he/she/they may in his/her/their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Proposed Change of Company Name and the corresponding amendment to the memorandum of association and articles of association of the Company.

Dated the day of , 2021 Signature:

(Note f)

Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. b. 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 registered in your name(s).

  • c. If you wish to appoint a person other than the Chairman of the EGM as your proxy, please delete the words ‘‘the Chairman of the EGM or’’ and insert the name and address of the person appointed proxy in the space provided. A proxy does not need to be a member of the Company. ANY ALTERATION MADE TO THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNS THE FORM.

d. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION SET OUT ABOVE, PLEASE TICK (‘‘P’’) THE BOX(ES) MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX(ES) MARKED ‘‘AGAINST’’. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES ‘‘FOR’’ AND SOME OF YOUR VOTES ‘‘AGAINST’’ A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those set out in the notice convening the EGM.

  • e. In the case of joint registered holders, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney so authorised.

  • g. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Ltd. at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  • h. Completion and return of a form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

  • i. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the EGM, the Chairman of the EGM will exercise his power under article 66 of the articles of association of the Company to put each of the resolutions set out in this notice to be voted by way of poll.

  • For identification purpose only