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Kingworld Medicines Group Limited Proxy Solicitation & Information Statement 2012

Dec 7, 2012

49693_rns_2012-12-07_69d8281c-cbe8-4d63-8260-fda116365c47.pdf

Proxy Solicitation & Information Statement

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==> picture [49 x 47] intentionally omitted <==

Kingworld Medicines Group Limited 金活醫藥集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01110)

Form of proxy for use at the extraordinary general meeting to be held on 27 December 2012 at 9:00 a.m. and any adjournment thereof

I/We[(note][1)]

of

being the registered holder(s) of[(note][2)] shares of HK$0.10 each in the capital of Kingworld Medicines Group Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting (the “ EGM ”) of the Company or

shares of HK$0.10 each in the capital of Kingworld

of

to act as my/our proxy(ies)[(note][3)] at the EGM to be held at the Conference Room, Units 1906-1907, 19th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 27 December 2012 at 9:00 a.m. or any adjournment thereof and to vote at such meeting or any adjournment thereof in respect of the resolutions set out in the notice of the EGM as hereunder indicated on my/our behalf, or if no such indication is given, as my/our proxy(ies) thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast.[(note][4)]

ORDINARY RESOLUTIONS#FORAGAINST1.To consider and approve the transactions under the Yuen Tai Master DistributionAgreement and the proposed annual caps for the three years ending 31 December 2015,details of which are set out in the Circular2.To consider and approve the transactions under the SZ Kingworld Lifeshine MasterDistribution Agreement and the proposed annual caps for the three years ending 31December 2015, details of which are set out in the Circular3.To generally and unconditionally authorize any one director of the Company or any otherperson(s) authorized by the directors to do all such acts and things, to sign and executeall such further documents for and on behalf of the Company, and to take such steps ashe/she may in his/her absolute discretion consider necessary, appropriate, desirable orexpedient to give effect to the New Master Distribution Agreements and the transactionscontemplated thereunder

Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the circular dated 7 December 2012 (the “ Circular ”).

Shareholder’s signature:

(notes 5 to 9)

Date:

Notes:

  1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

  2. 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).

  3. Atheproxywordsneed“thenotchairmanbe a memberof theofextraordinarythe Company.generalIf you wishmeetingto appoint(the “ EGM any person”) of theotherCompanythan theor”chairmanand insertof thetheEGMnameasandyouraddressproxy,ofpleasethe persondelete appointed as your proxy in the space provided. A member of the Company entitled to attend and vote at the EGM is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

  4. If you wish to vote for any of the resolutions set out above, please tick (“�“) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“�“) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those set out in the notice convening the EGM.

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

  6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  7. To be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof.

  8. Completion and return of this proxy form will not preclude a member from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  9. Any alteration made to this proxy form should be initialled by the person who signs the proxy form.