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Medicskin Holdings Limited — Proxy Solicitation & Information Statement 2020
May 7, 2020
51380_rns_2020-05-07_ab43af09-c782-401f-a081-0aef95fc36eb.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 notice, 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 notice.
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8307)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Medicskin Holdings Limited (the “ Company ”) will be held on Friday, 5 June 2020 at 9:00 a.m. at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong to consider and, if thought fit, passing, with or without modifications, the following resolution as special resolution of the Company:
SPECIAL RESOLUTION
“THAT:
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(a) the sale and repurchase agreement dated 19 March 2020 (the “ Share Buy-back Agreement ”) entered into between Rich Unicorn Holdings Limited (the “ Vendor ”) and the Company in relation to the proposed buy-back (the “ Share Buy-back ”) of 80,000,000 ordinary shares of par value HK$0.01 each (the “ Buy-back Shares ”) in the issued share capital of the Company by the Company from the Vendor at the proposed total consideration of HK$10,000,000 (a copy of which is marked “A” and produced to the meeting and signed by the chairman of the meeting for identification purpose) be and is hereby approved;
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(b) the Share Buy-back and the transactions contemplated under the Share Buy-back Agreement be and are hereby approved; and
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(c) the directors of the Company (the “ Directors ”) be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Share Buy-back Agreement and the transactions contemplated thereunder (including but not limited to the cancellation of the Buyback Shares).”
By Order of the Board Medicskin Holdings Limited Dr. Kong Kwok Leung Chairman and Executive Director
Hong Kong, 8 May 2020
Notes:
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A member of the Company (a “ Shareholder ”) entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or, if such Shareholder is a holder of more than one share, more proxies to attend and vote in his stead. A proxy need not be a Shareholder.
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In order to be valid, the form of proxy must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, located at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 2 June 2020 to Friday, 5 June 2020 (both days inclusive), during which time no transfer of shares will be effected. To ensure that Shareholders are entitled to attend and vote at the EGM, Shareholders must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, located at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 1 June 2020 for registration of the relevant transfer.
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In order to better protect the safety and health of the attending Shareholders, staff and other stakeholders, the Company will implement the following preventive measures at the EGM:
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(i) compulsory body temperature check will be conducted for every person at the entrance of the venue of EGM. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue;
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(ii) every person is required to wear facial mask at the venue of the EGM;
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(iii) the Company will not serve refreshment at the EGM to avoid the coming into close contact amongst participants; and
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(iv) persons who are not Shareholders or their proxy will not be admitted into the EGM venue.
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The Company wishes to remind the Shareholders and other participants who will attend the EGM in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the EGM. In the interest of all stakeholders’ health and safety and consistent with recent guidelines for prevention and control of COVID-19, the Company also reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Shareholders may choose to vote by filling in and submitting the relevant proxy form of the EGM, and appoint the chairman of the EGM as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the EGM in person.
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Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should such Shareholder subsequently so wish.
As at the date of this notice, the executive Directors are Dr. Kong Kwok Leung, Ms. Tsui Kan, Ms. Kong Chung Wai and Ms. Sin Chui Pik Christine, and the independent non-executive Directors are Mr. Chan Cheong Tat, Mr. Lee Ka Lun and Mr. Leung Siu Cheung.
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