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Jenscare Scientific Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 22, 2025
51149_rns_2025-04-22_d9821ca3-a92e-4a66-9f1a-676a16def275.pdf
Proxy Solicitation & Information Statement
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Jenscare
健世科技
Jenscare Scientific Co., Ltd.
寧波健世科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 9877)
PROXY FORM FOR THE 2024 ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, MAY 22, 2025
| Number of shares to which this proxy form relates(Note 1) | Unlisted shares |
|---|---|
| H shares |
I/We $^{(Note 2)}$ (name)
of (address)
being the registered holder(s) of _________________ Unlisted shares/H shares $^{(Note 3)}$
in the issued share capital of Jenscare Scientific Co., Ltd. (the "Company") hereby appoint the chairman of the meeting $^{(Note 4)}$
or (name)
of (address)
as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the 2024 annual general meeting of the Company to be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, People's Republic of China (the "PRC") on Thursday, May 22, 2025 at 2:00 p.m. (the "2024 AGM") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the 2024 AGM and at the 2024 AGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below $^{(Note 4)}$ .
| ORDINARY RESOLUTIONS | FOR $^{(Note 5)}$ | AGAINST $^{(Note 5)}$ | ABSTAIN $^{(Note 5)}$ | |
|---|---|---|---|---|
| 1. | To consider and approve the resolution on the report of the board of directors of the Company for the year 2024. | |||
| 2. | To consider and approve the resolution on the report of the board of supervisors of the Company for the year 2024. | |||
| 3. | To consider and approve the resolution on the audited consolidated financial statements of the Company for the year 2024. | |||
| 4. | To consider and approve the resolution on the annual report of the Group for the year 2024. | |||
| 5. | To consider and approve the resolution on the profit distribution plan of the Company for the year 2024. | |||
| 6. | To consider and approve the re-appointment of Ernst & Young as the auditor of the Company for 2025, for a term commencing from the date of approval at the 2024 AGM until the conclusion of the 2025 annual general meeting of the Company, and authorise the board of directors of the Company to determine the specific matters, including but not limited to their remunerations, in relation to such re-appointment. | |||
| 7. | To determine the remuneration of the directors of the Company. | |||
| 8. | To determine the remuneration of the supervisors of the Company. | |||
| 9. | To consider and approve the proposed change in the intended use of net proceeds from the global offering as proposed in the circular of the Company dated April 23, 2025. | |||
| SPECIAL RESOLUTION | ||||
| 10. | To consider and if thought fit, pass with or without amendments, the resolution regarding the proposed granting of repurchase mandate to repurchase H shares of the Company. |
Date: _____ 2025
Signature(s) $^{(Note 6)}$ : _________________
Notes:
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Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.
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Please insert the number of shares registered in your name(s) and delete as appropriate.
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If any proxy other than the chairman of the 2024 AGM is preferred, please strike out the words "the chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the 2024 AGM is entitled to appoint a proxy or more than one proxy(ies) to attend the 2024 AGM and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her. For avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the Company's general meeting in connection to such treasury shares, as required under the Listing Rules.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (✓) IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (✓) IN THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (✓) IN THE BOX MARKED "ABSTAIN". If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2024 AGM other than those referred to in the notice convening the 2024 AGM.
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This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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Any abstention vote or waiver of voting shall be deemed as "abstain". Blank, wrong, illegible or uncast votes shall be deemed as the voters' waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as "abstain". The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.
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In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
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To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at (i) the Company's registered office, headquarters and principal place of business in the PRC at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of unlisted shares of the Company) or (ii) the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for the 2024 AGM.
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Completion and return of the proxy form will not preclude you from attending and voting at the 2024 AGM or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the 2024 AGM in person, the authority of your proxy will be revoked.