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PegBio Co., Ltd. Proxy Solicitation & Information Statement 2015

Aug 27, 2015

50676_rns_2015-08-26_dee2aecf-2ebc-4141-b882-051bab7b6947.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 announcement, 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 announcement.

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----- Start of picture text ----- (Incorporated in Bermuda with limited liability)(Stock Code: 1141)----- End of picture text -----

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an special general meeting of Mission Capital Holdings Limited (the “Company”) will be held at Plaza III, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 10:30 a.m. on Tuesday, 15 September 2015 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. “THAT:

    • (a) the S&P Agreement 1 (as defined in the circular dated 26 August 2015 despatched to the Shareholders of the Company (the “Circular”) a copy of which has been produced to the SGM marked as “A” and signed by the chairman of the SGM for the purpose of identification) a copy of which has been produced to the meeting and marked as “B” and signed by the chairman of the SGM for the purpose of identification and the terms and conditions thereof be and are hereby approved, confirmed and ratified;

    • (b) issue of the Promissory Notes 1 (as defined in the Circular) pursuant to the terms and conditions of the S&P Agreement 1 be and is hereby approved;

    • (c) the allotment and issue of the Consideration Shares 1 (as defined in the Circular), credited as fully paid pursuant to the terms and conditions of the S&P Agreement 1 be and is hereby approved;

    • (d) all other transactions contemplated under the S&P Agreement 1 be and are hereby approved; and

* For identification purpose only

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  • (e) any one Director be and is hereby authorised to do such acts and deeds in his sole and absolute discretion and opinion deemed expedient and appropriate to implement and effect the S&P Agreement 1 and the transactions contemplated thereunder.”
  1. “THAT:

    • (a) the S&P Agreement 2 (as defined in the Circular) a copy of which has been produced to the meeting and marked as “C” and signed by the chairman of the SGM for the purpose of identification and the terms and conditions thereof be and are hereby approved, confirmed and ratified;

    • (b) issue of the Promissory Notes 2 (as defined in the Circular) pursuant to the terms and conditions of the S&P Agreement 2 be and is hereby approved;

    • (c) the allotment and issue of the Consideration Shares 2 (as defined in the Circular), credited as fully paid pursuant to the terms and conditions of the S&P Agreement 2 be and is hereby approved;

    • (d) all other transactions contemplated under the S&P Agreement 2 be and are hereby approved; and

    • (e) any one Director be and is hereby authorised to do such acts and deeds in his sole and absolute discretion and opinion deemed expedient and appropriate to implement and effect the S&P Agreement 2 and the transactions contemplated thereunder.”

By order of the Board

Mission Capital Holdings Limited Suen Yick Lun Philip

Acting Chairman and Managing Director

Hong Kong, 26 August 2015

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Notes:

  • (1) Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she or they represent as such member of the Company could exercise.

  • (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

  • (3) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding special general meeting or adjourned meeting thereof at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

  • (4) Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (5) Where there are joint holders of any share, any one of such joint holders may vote, 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 any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the Directors are as follows:

Executive Directors Independent Non-executive Directors Mr. Suen Yick Lun Philip Dr. Leung Shiu Ki Albert (Acting Chairman and Managing Director) Mr. Man Wai Chuen Mr. Tam Tak Wah Mr. Siu Siu Ling Robert Mr. Ng Kwok Leung Mr. Chan Kwan Pak Mr. Siu Gee Tai

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