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Natural Beauty Bio-Technology Limited Proxy Solicitation & Information Statement 2014

Oct 17, 2014

48992_rns_2014-10-17_ddaf4604-e818-4cd0-b710-3745d6dbd626.pdf

Proxy Solicitation & Information Statement

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==> picture [317 x 68] intentionally omitted <==

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 4 NOVEMBER 2014

(OR AT ANY ADJOURNMENT THEREOF)

I/We,[1]

of

being the holder(s) of[2]

,

Shares of the abovenamed Company, HEREBY APPOINT[3]

the Chairman of the Extraordinary General Meeting or

of

as my/our proxy at the Extraordinary General Meeting of the Company to be held at Harbour View Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Tuesday, 4 November 2014 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf in respect of the resolution set out in the notice convening the Meeting as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONFOR4AGAINST41.To approve the Acquisition Agreement, the Framework Agreement,the Annual Caps (as defined in the Circular) and all the transactionscontemplated thereunder and to authorise the board of directors of theCompany to do all acts and execute all agreements, instruments,deeds and documents in their absolute discretion considered to benecessary, desirable or expedient in order to implement or give effectto or complete the abovementioned agreements and transactions, orany amendments in relation thereto.

Dated this

day of 2014 Signature(s)[5]

Notes :-

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

  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. If you wish to appoint a person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy in the space provided. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “” IN THE RELEVANT BOX MARKED “AGAINST”. If this form is returned duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. 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 or abstain.

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

  6. 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 notarially certified copy of such power or authority, must be deposited with the share registrar of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish, but in the event of your attending the Meeting, this form of proxy will be deemed to have been revoked.

  7. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.