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Medicskin Holdings Limited Proxy Solicitation & Information Statement 2020

May 7, 2020

51380_rns_2020-05-07_f804d21f-80f0-4b28-93cb-fc2c5a7047e7.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8307)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be held at 20/F, OfficePlus@Sheung Wan, 93103 Wing Lok Street, Sheung Wan, Hong Kong on Friday, 5 June 2020 at 9:00 a.m. and any adjournment thereof

I/We (note a) of being the holder(s) of (note b) ordinary shares of HK$0.01 each (“ Shares ”) of Medicskin Holdings Limited (“ Company ”) hereby appoint the chairman of the extraordinary general meeting (“ EGM ”) of the Company or

of

to act as my/our proxy (note c) at the EGM to be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Friday, 5 June 2020 at 9:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolutions as hereunder indicated (note d) .

SPECIAL RESOLUTIONS FOR AGAINST
(a)To approve the sale and repurchase agreement dated 19 March 2020 (the “ShareBuy-back Agreement”) entered into between Rich Unicorn Holdings Limited asvendor and the Company as purchaser in relation to the proposed buy-back of80,000,000 ordinary shares (the “Buy-back Shares”) in the issued share capitalof the Company at the proposed total consideration of HK$10,000,000 and thetransactions contemplated under the Share Buy-back Agreement.(b)To approve the directors of the Company to do all such acts and things andexecute all such documents which they consider necessary, desirable or expedientfor the implementation of and giving effect to the Share Buy-back Agreementand the transactions contemplated thereunder (including but not limited to thecancellation of the Buy-back Shares).

Dated Shareholder’s signature (notes e, f, g and h)

Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . b. 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).

  • c. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the EGM as your proxy, please delete the words “the chairman of the EGM of the Company or” and insert the name and address of the person appointed proxy in the space provided. If no name is inserted, the chairman of the EGM will act as your proxy.

  • d. If you wish to vote for a resolution set out above, please tick (“✔”) the box marked “For” against such resolution. If you wish to vote against a resolution, please tick (“✔”) the box marked “Against” against such resolution. 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 meeting other than those set out in the notice convening the EGM.

  • e. In the case of a joint holding, any joint holder may vote at the EGM either personally or by proxy, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  • g. To be valid, this form of proxy together with any 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 Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the EGM (i.e. on or before 9:00 a.m. on Wednesday, 3 June 2020 (Hong Kong time)) or any adjourned meeting.

  • h. Any alteration made to this form should be initialled by the person who signs the form.

  • i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

The description of the resolutions in this form is by way of summary only. Please refer to the notice of the EGM dated 8 May 2020 for the full text of these resolutions.