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Ocumension Therapeutics — Proxy Solicitation & Information Statement 2021
Aug 10, 2021
49949_rns_2021-08-10_95ab85e6-06d3-41ca-835e-588b1d0602ec.pdf
Proxy Solicitation & Information Statement
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Ocumension Therapeutics 歐康維視生物
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1477)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, AUGUST 31, 2021
I/We (Name) (Block Capital, please) of (Address)
being the holder(s) of Ocumension Therapeutics (the “ Company ”) hereby appoint (Name) of (Address)
(see Note 1) shares of US$0.00001 each in the capital of
or failing him/her (Name)
ofor failing him/her, the chairman of the meeting (Address)[(see][Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Taishan Meeting Room, 5th Floor, Want Want Plaza, No. 211 Shimen Yi Road, Jing’an District, Shanghai, the People’s Republic of China at 10:00 a.m. on Tuesday, August 31, 2021, and at any adjournment thereofof the Companyor on anydatedresolutionAugustor11,motion2021.whichMy/Ouris proposedproxy isthereat.authorisedUnlessand theinstructedcontexttorequiresvote asotherwise,indicated [(see] capitalized [Note][3)] intermsrespectusedofhereinthe undermentionedshall have the sameresolutions:meanings as those defined in the circular
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----- Start of picture text ----- Ordinary Resolutions [(see] [Note] [3)] For [(see] [Note] [3)] Against [(see] [Note] [3)]1 Subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and thepermission to deal in, Shares to be issued pursuant to the exercise of the share options which may be granted under the 2021 ShareOption Scheme, to approve and adopt the 2021 Share Option Scheme, and authorize the Directors to do all such acts and to enterinto all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2021Share Option Scheme;2(a) To approve and confirm the conditional grant of Options to Mr. Liu in accordance with the terms of the 2021 Share Option Scheme(the “ Options Grant ”), subject to all applicable laws, rules, regulations and the applicable grant letter;2(b) To authorize any one or more of the directors of the Company, with the exception of Mr. Liu, to exercise the powers of theCompany to allot and issue the ordinary shares of the Company pursuant to the Option Grant (the “ Option Shares ”) in accordancewith the terms of the 2021 Share Option Scheme, such that the Option Shares shall rank pari passu in all respects amongthemselves and with the existing ordinary shares in issue at the date of the allotment and issuance of the Option Shares, and thathe/she/they, be and is/are hereby authorized to take such actions, do such things, which in their opinion may be necessary,desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in 2(a) above;3(a) ToAwardapproveScheme,and confirmsubject totheallconditionalapplicablegrantlaws,ofrules,Awardsregulationsto Mr. LiuandandtheDr.appHulicablein accordancegrant letterwith(thethe“ Awards terms of Grant the 2021”); Share3(b) Toof theauthorizeCompanyanytooneallotor andmoreissueof thethedirectorsordinaryofsharesthe Company,of the Companywith thepursuantexceptionto the Awardsof Mr. Liu Grantand Dr.(theHu,“ Award to exercise Shares the”)powersunderthe Connected Grant Specific Mandate granted to the Directors by the shareholders of the Company at the EGM in accordancewith the terms of the 2021 Share Award Scheme, such that the Award Shares shall rank pari passu in all respects among themselvesand with the existing ordinary shares in issue at the date of the allotment and issuance of the Award Shares, and that he/she/they,be and is/are hereby authorized to take such actions, do such things, which in their opinion may be necessary, desirable orexpedient for the purpose of giving effect to and/or to implement the transactions contemplated in 3(a) above;4(a) Subject to and conditional upon the Listing Committee of Stock Exchange granting the approval for the listing of, and thepermission to deal in, Shares to be issued pursuant to the 2021 Share Award Scheme, to granted the Directors a specific mandatetoof allotAssociationand issueandupforto 3%the ofpurposeSharesofasdistributionof the LatestofPracticableShares pursuantDate pursuantto the 2021to theShare2021 AwardShare AwardSchemeScheme(the “ Award and the Articles SchemeSpecific Mandate ”), provided that this Award Scheme Specific Mandate shall be in addition to, and shall not prejudice or revokeany existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passingof this resolution;4(b) Subject to and conditional upon the Listing Committee of Stock Exchange granting the approval for the listing of, and thepermission to deal in, Shares to be issued pursuant to the 2021 Share Award Scheme, and the passing of resolution 4(a) above,toSharegrantAwardthe DirectorsScheme anda specificthe Articlesmandateof Associationto allot and issue(the “up Connected to 13,152,000 Grant Shares Specific under Mandate the Awards”), providedGrant pursuantthat thetoConnectedthe 2021Grant Specific Mandate shall be in addition to, and shall not prejudice or revoke any existing or such other general or specialmandates (other than the Award Scheme Specific Mandate) which may from time to time be granted to the Directors prior to thepassing of this resolution.Date: Signature(s) [(see] [Notes] [4] [&] [5)] :----- End of picture text -----
Notes:
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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 in the capital of the Company registered in your name(s). 2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it. The Company strongly recommends you to monitor the development of the situation with the novel coronavirus pneumonia (COVID-19) and to assess, based on the social distancing policies, the necessity for attending the EGM in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the EGM as their proxy rather than a third party to attend and vote on their behalf at the EGM (or any adjournment thereof).
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
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If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf. 5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present 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.
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To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. by 10:00 a.m. on Sunday, August 29, 2021, Hong Kong time) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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A proxy need not be a shareholder of the Company.
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PERSONAL INFORMATION COLLECTION STATEMENT
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“Personal Data” in this form of proxy has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”), which includes your and your proxy’s name and address. You and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, the Company may not be able to process your request unless you provide us with your and your proxy’s Personal Data.
Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and its Hong Kong branch share registrar and transfer office and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.
By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used. You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by either of the following means:
By mail to: Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
By email to: [email protected]