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Ocumension Therapeutics — Proxy Solicitation & Information Statement 2022
Nov 4, 2022
49949_rns_2022-11-03_52dc1a6d-d084-4719-ab4f-05b085aea7b8.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 FRIDAY, NOVEMBER 25, 2022
I/We (Name) (Block Capital, please) of (Address)
being the holder(s) of
(see Note 1) shares of US$0.00001 each in the capital of
Ocumension Therapeutics (the “ Company ”) hereby appoint (Name)
of (Address)
or failing him/her (Name)
of (Address)
or failing him/her, the chairman of the meeting [(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 56th Floor, One Museum Place Office Building, No. 669 Xinzha Road, Shanghai, PRC at 3:00 p.m. on Friday, November 25, 2022, and at any adjournment thereof or oncircularany resolutionof the Companyor motiondatedwhichNovemberis proposed4, 2022.thereat.My/OurUnlessproxytheiscontextauthorizedrequiresand instructedotherwise, tocapitalizedvote as indicatedterms used [(see][Note] herein [3)] inshallrespecthaveofthethesameundermentionedmeanings as resolutions:those defined in the
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----- Start of picture text ----- Ordinary Resolutions [(see] [Note] [3)] For [(see] [Note] [3)] Against [(see] [Note] [3)]1 To approve and confirm the refreshment of the Scheme Mandate Limit to 53,424,000 Shares, being approximately 7.95% of the totalShares in issue as of the date of approval by the Independent Shareholders rounded down to nearest whole board lot of 500 Shares(assuming there is no other change in the number of total Shares in issue since the Latest Practicable Date and up to the date ofapproval by the Independent Shareholders), and to grant the Board an advanced mandate to allot and issue up to 51,031,000 AwardShares within the Scheme Mandate Limit for the purpose of satisfying all options, awards and other incentives to be granted underall share schemes of the Company in accordance with the articles of association of the Company, provided that the allotment andissue of 51,031,000 Award Shares shall be in addition to, and shall not prejudice or revoke any existing or such other general orspecial mandates which may from time to time be granted to the Directors prior to the passing of this resolution.2 To approve and confirm the set of the Service Provider Sublimit as 5,342,000 Shares, being 0.795% of the total Shares in issue asof the date of approval by the Independent Shareholders rounded down to nearest whole board lot of 500 Shares (assuming there isno other change in the number of total Shares in issue since the Latest Practicable Date and up to the date of approval by theIndependent Shareholders).3 Subject to all applicable laws, rules, regulations, the applicable grant letter and conditional upon the passing of resolution 1 above,to approve and confirm the conditional grant of Awards representing 4,320,000 Award Shares to Mr. Liu and Awards representing137,000 Award Shares to Dr. Hu in accordance with the terms of the 2021 Share Award Scheme and the transactions contemplatedthereunder.4 Subject to and conditional upon the passing of resolution 1 above, to authorize anyone or more of the directors of the CompanyDirector (except for any Director who has an interest in the transactions contemplated) (i) to exercise the powers of the Companyto allot and issue the ordinary Shares within the Scheme Mandate Limit, such that the Shares shall rank pari passu in all respectsamong themselves and with the existing ordinary Shares in issue at the date of the allotment and issue of the Shares; and (ii) to takesuch actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/orto implement the transactions contemplated in resolutions 1, 2 and 3 above.Date: Signature(s) [(see] [Notes] [4] [&] [5)] :Notes:----- End of picture text -----
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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).
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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 authorized 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 3:00 p.m. on Wednesday, November 23, 2022, 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.
PERSONAL INFORMATION COLLECTION STATEMENT
“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]