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MicroPort Scientific Corporation — Proxy Solicitation & Information Statement 2011
Apr 18, 2011
49512_rns_2011-04-18_9127abf3-8914-4210-a95a-4a13e1c62e77.pdf
Proxy Solicitation & Information Statement
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**MicroPort Scientifi c Corporation 微創醫療科學有限公司 ****
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00853)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, MAY 25, 2011
I/We (Note 1)
of
being the registered holder(s) of (Note 2) shares of US$0.00001 (Note 3) each in the share capital of MicroPort Scientifi c Corporation (the “Company”) hereby appoint the Chairman of the meeting or of as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2011 to be held at Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, May 25, 2011, at 10:00 a.m. (and at any adjournment thereof).
(Note 4) Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll .
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| 1. | To receive the audited consolidated f nancial statements and the reports of thedirectors and auditors for theyear ended 31 December 2010. | ||
| 2. | To declare a f nal dividend. | ||
| 3. | (a)To re-elect Dr Zhaohua Changas an executive director. | ||
| (b)To re-elect Mr Norihiro Ashida as a non-executive director. | |||
| (c)To re-elect Mr Hiroshi Shirafuji as a non-executive director. | |||
| (d)To re-elect Mr Zezhao Hua as an independent non-executive director. | |||
| (e)To re-elect Mr Jonathan H. Chou as an independent non-executivedirector. | |||
| (f)To re-elect Dr Guoen Liu as an independent non-executive director. | |||
| (g)To authorize the board of directors to f x the respective directors’remuneration. | |||
| 4. | To appoint KPMG as auditors and to authorize the board of directors to f x theirremuneration. | ||
| 5. | To give a general mandate to the directors to repurchase shares of the Companynot exceeding 10% of the issued share capital of the Company as at the date ofthis resolution. | ||
| 6. | To give a general mandate to the directors to issue additional shares of theCompany not exceeding 20% of the issued share capital of the Company as atthe date of this resolution. | ||
| 7. | To extend the general mandate granted to the directors to issue additionalshares of the Company by the aggregate nominal amount of the sharesrepurchased by the Company. |
Date:
2011
(Note 5)
Signature(s)
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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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 of the Company registered in your name(s).
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Please insert the name and address of the proxy desired/If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint a proxy to attend and on a poll, vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
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This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an offi cer or attorney so authorized.
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In 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 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.
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In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certifi ed copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fi xed for holding the AGM or any adjournment thereof.
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
** for identifi cation purpose only