Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Extrawell Pharmaceutical Holdings Limited Proxy Solicitation & Information Statement 2009

May 21, 2009

49517_rns_2009-05-20_2c33e415-e172-4477-bc21-c7e423b5410c.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [244 x 36] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 00858)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Extrawell Pharmaceutical Holdings Limited (the ‘‘Company’’) will be held at Harbour View Room III & IV, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Monday, 8 June 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the acquisition (the ‘‘2004 Acquisition’’) by Extrawell BVI Limited from Mr. Ong Cheng Heang and Ms. Wu Kiet Ming (collectively, the ‘‘Vendors’’) in August 2004 of an aggregate of 51% interest in the share capital of Smart Ascent Limited pursuant to the acquisition agreement (the ‘‘2004 Agreement’’) dated 3 March 2004 (a copy of which has been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) and entered into between the Vendors as vendors and Extrawell BVI Limited as purchaser and the transactions contemplated thereby be and are hereby approved, confirmed and ratified, and any action taken or implemented by the directors of the Company in connection with the 2004 Acquisition prior to the passing of this resolution be and it is hereby approved, confirmed and ratified, and the directors of the Company be and they are hereby authorised to take such steps as they may consider necessary, appropriate, desirable or expedient to implement or give effect to the 2004 Acquisition, the terms of the 2004 Agreement or all transactions contemplated under the 2004 Agreement.’’

By order of the Board Extrawell Pharmaceutical Holdings Limited Mao Yu Min

Chairman

Hong Kong, 21 May 2009

– 1 –

Executive directors:

Dr. Mao Yu Min Dr. Xie Yi Dr. Lou Yi Ms. Wong Sau Kuen

Independent non-executive directors: Mr. Fang Lin Hu Mr. Xue Jing Lun Ms. Jin Song

Head office and principal place

of business in Hong Kong:

Room 3409–10, 34/F China Resources Building 26 Harbour Road Wanchai Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the meeting convened by the above notice or any adjournment thereof is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

  • (2) A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong no less than 48 hours before the time for holding the meeting or any adjournment thereof.

  • (3) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (4) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto to. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  • For identification purpose only

– 2 –