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LifeTech Scientific Corporation — Proxy Solicitation & Information Statement 2015
Jun 17, 2015
49836_rns_2015-06-17_70869def-d12f-4a4f-9014-d49f12f103eb.pdf
Proxy Solicitation & Information Statement
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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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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LIFETECH SCIENTIFIC CORPORATION 先健科技公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1302)
NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the adjourned extraordinary general meeting (the “ Adjourned EGM ”) of LifeTech Scientific Corporation (the “ Company ”) will be held at Floor 3, Cybio Electronic Building, Langshan 2nd Street, North Area of High-tech Park, Nanshan District, Shenzhen, PRC on Friday, 3 July 2015 at 10:00 a.m. or any adjournment thereof for the purpose of considering and if thought fit, passing the following resolution, with or without modification, as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT the grant of share options (the “ Share Options ”) to Mr. XIE Yuehui (“ Mr. XIE ”), the Chairman, Chief Executive Officer, executive director and substantial shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company, to subscribe for 19,600,000 ordinary shares of US$0.00000125 each in the share capital of the Company (the “ Shares ”) at an exercise price of HK$1.464 per Share under the share option scheme adopted by the Company on 22 October 2011 (as amended by the unanimous written resolutions of the Board on 5 May 2015) (the “ Share Option Scheme ”) and on such terms as stipulated in the offer letter to Mr. XIE issued by the Company pursuant to the Share Option Scheme be and is hereby approved and THAT the directors of the Company be and are hereby authorised to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of the Share Options to Mr. XIE and the issue of Shares upon the exercise of the Share Options by Mr. XIE.”
By Order of the Board LifeTech Scientific Corporation XIE Yuehui Chairman, Chief Executive Officer and Executive Director
Hong Kong, 17 June 2015
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Notes:
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A form of proxy (the “ Form of Proxy ”) for use at the Adjourned EGM is enclosed.
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Any member of the Company (the “ Member ”) entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
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In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be delivered to the Company’s branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).
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The Register of Members of the Company will be closed from Thursday, 2 July 2015 to Friday, 3 July 2015 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify to attend the meeting, all share transfer accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:00 p.m. on Tuesday, 30 June 2015.
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A Shareholder who has not yet lodged the form of proxy enclosed in the circular of the Company dated 12 May 2015 (the “ First Form of Proxy ”) with the Company’s branch share registrar in Hong Kong in accordance with the instructions printed thereon is requested to lodge the Form of Proxy if he or she wishes to appoint proxy(ies) to attend the Adjourned EGM on his or her behalf. In this case, the First Form of Proxy should not be lodged with the Company’s branch share registrar in Hong Kong.
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A Shareholder who has already lodged the First Form of Proxy with the Company’s branch share registrar in Hong Kong should note that:
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(a) if no Form of Proxy is lodged with the Company’s branch share registrar in Hong Kong, the First Form of Proxy, if correctly completed, will be treated as a valid form of proxy lodged by the Shareholder. To the extent no direction has been given as to how vote(s) should be cast, the proxy(ies) so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution(s) properly put to the Adjourned EGM;
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(b) if the Form of Proxy is lodged with the Company’s branch share registrar in Hong Kong before the Closing Time, the Form of Proxy, if correctly completed, will be treated as a valid form of proxy lodged by the Shareholder and will revoke and supersede the First Form of Proxy previously lodged by the Shareholder; and
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(c) if the Form of Proxy is lodged with the Company’s branch share registrar in Hong Kong after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the Form of Proxy will be treated as invalid. However, the First Form of Proxy previously lodged by the Shareholder will be revoked, and the proxy holder (whether appointed under the First Form of Proxy or the Form of Proxy) will not be counted in the quorum and any vote that may be cast by such holder (whether appointed under the First Form of Proxy or the Form of Proxy) will not be counted in any poll which will be taken at the Adjourned EGM.
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Shareholders are reminded that completion and return of the First Form of Proxy and/or the Form of Proxy will not preclude Shareholders from attending or voting in person at the Adjourned EGM, or any adjournment thereof (as the case may be), should they so wish.
As at the date of this notice, the board of directors of the Company comprises Mr. XIE Yuehui and Mr. LIU Jianxiong being executive directors of the Company; Mr. WU Jianhui, Mr. MARTHA Geoffrey Straub, Mr. MONAGHAN Shawn Del and Mr. JIANG Feng being non-executive directors; and Mr. LIANG Hsien Tse Joseph, Mr. ZHOU Luming and Mr. ZHOU Gengshen being independent non-executive directors.
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