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Luye Pharma Group Limited Proxy Solicitation & Information Statement 2008

Jul 30, 2008

50431_rns_2008-07-30_2b43562b-45c1-4ad3-adf2-1034907be68e.pdf

Proxy Solicitation & Information Statement

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TAKSON HOLDINGS LIMITED 第一德勝控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 918)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 25 AUGUST, 2008

I/We (Note 1) of being the registered holder(s) of shares (Note 2) of HK$0.10 (“Shares”) each in the capital of Takson Holdings Limited (the “Company”), HEREBY APPOINT (Note 3) of or failing him, the Chairman of the Meeting as my/our proxy to attend on my/our behalf at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Salon III, 1/F., Harbour Plaza Hong Kong, 20 Tak Fung Street, Whampoa Garden, Hunghom, Kowloon, Hong Kong on Monday, 25 August 2008 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in (Note 4) my/our name(s) in respect of the resolutions as indicated below :

my/our name(s) in respect of the resolutions as indicated below(Note 4): my/our name(s) in respect of the resolutions as indicated below(Note 4): my/our name(s) in respect of the resolutions as indicated below(Note 4): my/our name(s) in respect of the resolutions as indicated below(Note 4):
ORDINARY RESOLUTIONS(Note 5) FOR(Note 4) AGAINST(Note 4)
1. To receive and consider the audited financial statements and the reports ofthe directors and of the auditor for theyear ended 31 March,2008.
2(A) To re-elect Mr. WongTak Yuen as director.
2(B) To re-elect Mr. Lee Kwok Cheungas director.
2(C) To authorise the Board of Directors to fix directors’ remuneration until theconclusion of the next annualgeneral meeting.
3. To re-appoint Cheng & Cheng Limited as the Company’s Auditor and toauthorise the Board of Directors to fix their remuneration.
4(A) To give a general mandate to the directors to issue, allot and deal withadditional shares of the Company not exceeding 20% of the aggregatenominal amount of the issued share capital as at the date of this resolution.
4(B) To give a general mandate to the directors to purchase shares of theCompany not exceeding 10% of the aggregate nominal amount of theissued share capital as at the date of this resolution.
4(C) To extend the general mandate granted to the directors to issue sharesin the capital of the Company by an additional amount representing theaggregate nominal amount of the share capital of the Company repurchasedpursuant to the foregoingresolution no. 4(B).
4(D) To increase the authorised share capital of the Company fromHK$100,000,000 to HK$300,000,000 by the creation of an additional2,000,000,000 shares of HK$0.1 each.
4(E) To approve the refreshment of the limit in respect of the granting of shareoptions under the existing share option scheme of the Company.
Dated this day of 2008.Signature:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK LETTERS.

  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 in the capital of the Company registered in your name(s).

  3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any of the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. The full text of each resolution referred to above appears in the notice of the meeting dated 31 July, 2008.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  7. In the 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 the 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.

  8. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrars in Hong Kong, Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

  • for identification purposes only