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GenFleet Therapeutics (Shanghai) Inc. Proxy Solicitation & Information Statement 2012

Jan 10, 2012

50700_rns_2012-01-10_7bdfc400-3f34-437a-a9df-6a9be880d500.pdf

Proxy Solicitation & Information Statement

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WATER OASIS GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1161)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 24TH FEBRUARY, 2012

I/We [(Note 1)]

of

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

of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at Drawing Room, M/F, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong, on Friday, 24th February, 2012 at 10:00 a.m. (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

RESOLUTIONS RESOLUTIONS RESOLUTIONS FOR (Note 4) AGAINST(Note 4)
1. To receive and consider the audited consolidated financial statements and reports of
the directors and independent auditor of the Company and its subsidiaries for the year
ended 30th September,2011.
2. To declare a final dividend for theyear ended 30th September,2011.
3. To re-elect Ms. Yu Lai Chu,Eileen as executive director of the Company.
4. To re-elect Mr. Yu Kam Shui,Erastus as executive director of the Company.
5. To re-elect Ms. Yu Lai Si as executive director of the Company.
6. To re-elect Ms. Lai Yin Pingas executive director of the Company.
7. To determine the directors’ emolument for their services and to authorise the Board of
Directors to fix the directors’ emolument.
8. To re-appoint Deloitte Touche Tohmatsu as auditor and to authorise the Board of
Directors to fix their remuneration.
Ordinary resolutions:
9. To grant a general mandate to the directors of the Company to allot, issue and deal
with additional shares not exceeding 20% of the issued share capital of the Company
as at the date ofpassingthis resolution.
10. To grant a general mandate to the directors of the Company to repurchase shares not
exceeding 10% of the issued share capital of the Company as at the date of passing this
resolution.
11. To extend the general mandate granted to the directors of the Company to allot, issue
and deal with additional shares in the share capital of the Company by an amount not
exceedingthe amount of the shares repurchased bythe Company.
12. To adopt a new share option scheme.
Dated this
day of

2012
Signature(s)(Note 5)

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

  2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

  4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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.

  5. 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 common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  6. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/ her. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

  7. The instrument appointing a proxy and (if required by the Board of Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the principal place of business of the Company at 18th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

  8. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

  9. Where there are joint holders of any shares, any one of such joint holder 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, shall be accepted to the exclusion of the votes of the other joint holders, and 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.

  10. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

  11. On a poll every member of the Company present in person or by proxy or, in the case of a member of the Company being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of which he/she is the holder.