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EC Healthcare Proxy Solicitation & Information Statement 2023

May 11, 2023

50395_rns_2023-05-11_002ac764-5b32-443e-8731-65609f2132fe.pdf

Proxy Solicitation & Information Statement

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EC Healthcare

醫思健康

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2138)

FORM OF PROXY

Form of proxy for the extraordinary general meeting (the ‘‘Meeting’’) to be held at L50, Langham Place Office Tower, 8 Argyle Street, Mong Kok, Hong Kong on Monday, 29 May 2023 at 4:00 p.m. or any adjournment thereof

I/We[(note][a)]

of being the registered holder(s) of[(note][b)] shares of EC Healthcare 醫思健康 (the ‘‘Company’’) hereby appoint (name) of (address) or, failing him/her, the Chairman of the Meeting[(note][c)] as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Meeting to be held at L50, Langham Place Office Tower, 8 Argyle Street, Mong Kok, Hong Kong on Monday, 29 May 2023 at 4:00 p.m. and at any adjournment thereof to vote on my/our behalf as directed below.

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

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----- Start of picture text ----- Ordinary Resolutions FOR AGAINST1. Conditional upon the passing of Resolution 2 and the Co-Ownership Plan 2, the 2020 Co-Ownership Plan be and is hereby terminated and any one or more directors of the Company (the‘‘Directors’’) be and are hereby authorised to do all further acts and things, to execute such furtherdocuments and take all steps to give effect to the termination of the 2020 Co-Ownership Plan.2. The Co-Ownership Plan 2 be and is hereby approved and any one or more Directors be and arehereby authorised to do all such further acts and things, to execute such further documents and totake all such steps to give effect to the Co-Ownership Plan 2.3. Conditional upon the passing of Resolution 2, a mandate be and is hereby granted to the Directorsto allot and issue a total maximum number of new shares of the Company (the ‘‘Shares’’) of up to,when aggregated with other new Shares to be allotted and issued pursuant to any options andawards under other share schemes of the Company, 10% of the issued shares on the day of theMeeting.4. Conditional upon the passing of Resolution 2, the Directors be and are hereby authorised toexercise all powers of the Company to allot and issue a total maximum number of new Shares of upto 4% of the issued Shares to Service Providers on the day of the Meeting.5. Condition upon the New Share Option Scheme becoming effective, the share option schemeadopted by the Company on 19 February 2016 be and is hereby terminated and the New ShareOption Scheme be and is hereby approved and adopted and the Directors be authorised to grantoptions and to allot, issue and deal with the Shares which fall to be issued upon exercise of anyoptions granted under the New Share Option Scheme and to take all steps to give effect to the NewShare Option Scheme.6. The NSO Service Providers Sublimit (i.e. 2% of the Shares in issue as at the date of the Meeting)be and is hereby approved and the Directors be authorised to take all steps and attend all matters toimplement the NSO Service Provider Sublimit.Dated this day of 2023 Signature [(Note] [f)]----- End of picture text -----

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 Meeting as your proxy, please delete the words ‘‘the Chairman of the Meeting 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 ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (‘‘P’’) THE BOX(ES) MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, 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 Meeting other than those set out in the notice convening the Meeting.

  • 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 Meeting, 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 Meeting or any adjournment thereof.

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

  • i. The description of these resolutions in this form is by way of summary only. The full texts are set out in the notice convening the Meeting.