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MicroPort Scientific Corporation Proxy Solicitation & Information Statement 2018

Apr 3, 2018

49512_rns_2018-04-03_96e82376-5f1b-410b-96d9-5dcce9fdccb2.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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微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 853)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ General Meeting ”) of MicroPort Scientific Corporation (the “ Company ”) will be held at Meeting Room of Shanghai MicroPort Medical (Group) Co., Ltd., 1601 Zhangdong Road, ZJ HiTech Park, Shanghai, The People’s Republic of China on Thursday, 19 April 2018 at 10:00 a.m. for the purposes of considering and, if thought fit, passing with or without amendments the following resolution as ordinary resolution. Expressions that are not expressly defined in this notice of General Meeting shall bear the same meaning as that defined in the circular dated 3 April 2018 (the “ Circular ”).

ORDINARY RESOLUTION

1. “ THAT

  • (a) the Acquisition, the Letter of Intent, the Stock and Asset Purchase Agreement (a copy of which is produced to the General Meeting marked “A” and initialed by the chairman of the General Meeting for identification purpose) and the transactions contemplated thereunder and the documentation thereof be and are hereby confirmed and approved; and

  • (b) any one Director be and is hereby authorised for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Stock and Asset Purchase Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

By Order of the Board MicroPort Scientific Corporation Dr. Zhaohua Chang Chairman

Hong Kong, 3 April 2018

* for identification purpose only

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Notes:

  1. Any member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and on a poll, vote instead of him/her/it. A proxy needs not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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.

  2. Where there are joint holders of any share of the Company, any one of such holders may vote at the General Meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the General Meeting personally or by proxy, then the one of such holders whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, 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 appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 17 April 2018 to Thursday, 19 April 2018, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor. Hopewell Centre. 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 16 April 2018.

  5. At the General Meeting (or at any adjournment thereof), the chairman of the meeting put the above resolution to the vote by way of poll pursuant to the Listing Rules. The poll results will be published on the website of the Company and the website of the Stock Exchange in accordance with the Listing Rules.

As at the date of this notice, the executive Director is Dr. Zhaohua Chang; the non-executive Directors are Mr. Norihiro Ashida, Mr. Hiroshi Shirafuji, Ms. Weiwei Chen and Ms. Janine Junyuan Feng; and the independent non-executive Directors are Mr. Jonathan H. Chou, Dr. Guoen Liu and Mr. Chunyang Shao.

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