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PW Medtech Group Limited — Proxy Solicitation & Information Statement 2017
Nov 13, 2017
49875_rns_2017-11-13_57a8f97a-85de-499d-9cfc-b6dddcfaf86a.pdf
Proxy Solicitation & Information Statement
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PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1358)
Form of Proxy for use at the Extraordinary General Meeting to be held on Friday, December 1, 2017
I/We, (Note 1)
of
being the registered holder(s) of
shares (Note 2)
of US$0.0001 each in the share capital of the above-named Company (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or
of
as my/our proxy to attend the Extraordinary General Meeting (and any adjourned meeting) of the Company to be held at 1002– 1003, Block C, Focus Square, No. 6 Futong East Avenue, Wangjing, Chaoyang District, Beijing, The People’s Republic of China, on Friday, December 1, 2017 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.
| ORDINARY | RESOLUTION | FOR (Notes 5 & 6) |
AGAINST (Notes 5 & 6) |
|---|---|---|---|
THAT:
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(a) the share exchange agreement dated October 12, 2017 (the ‘‘Share Exchange Agreement’’) entered into between the Company and China Biologic Products Holdings, Inc. (‘‘CBPO’’), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;
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(b) the investor rights agreement (the ‘‘Investor Rights Agreement’’) to be entered into between the Company and CBPO at the closing of the Share Exchange Agreement, and the transactions contemplated thereunder, be and are hereby approved and any one director of the Company be authorized to sign the same on behalf of the Company; and
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(c) any one director of the Company be and is hereby authorized on behalf of the Company to do all such acts and sign, execute, seal (where required) and deliver the Investor Rights Agreement and all such other documents and to take all such steps as the directors of the Company in their discretion may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Share Exchange Agreement and the Investor Rights Agreement and the transactions contemplated thereunder.
Dated this day of 2017. Signature (Note 7):
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/ it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
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If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT:AGAINST THEIFRESOLUTION,YOU WISH TOTICKVOTETHEFORAPPROPRIATETHE RESOLUTION,BOX MARKEDTICK ‘‘THEAGAINSTAPPROPRIATE’’. Failure toBOXcompleteMARKEDany or all‘‘FORthe ’’boxes. IF YOUwill entitleWISHyourTOproxyVOTEto cast his/her votes 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 that referred to in the notice convening the meeting.
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The resolution will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.
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mustTo bebevalid,depositedthis format theof Companyproxy together’s branchwithsharethe powerregistrarof attorneyin Hong (ifKong,any)Tricoror otherInvestorauthorityServices(if any)Limited,under whichat Levelit is22,signedHopewellor a notariallyCentre, 183certifiedQueen’copys Roadthereof,East, Hong Kong not less than 48 hours before the time appointed for holding this meeting or the adjourned meeting.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
PERSONAL INFORMATION COLLECTION STATEMENT
Your(or proxies)supply andof youryourandvotingyour instructionsproxy’s (or proxiesfor the ’)Extraordinaryname(s) and Generaladdress(es)Meetingis on aofvoluntarythe Companybasis for(thethe‘‘Purposespurpose ’’of). processingWe may transferyour requestyour andfor theyourappointmentproxy’s (orofproxiesa proxy’) authorizedname(s) andbyaddress(es)law to requestto ourtheagent,informationcontractor,or areorotherwisethird partyrelevantserviceforproviderthe Purposeswho providesand needadministrative,to receive thecomputerinformation.and Yourother andservicesyour toproxyus and’s (ortoproxiessuch parties’) name(s)who andare address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of Servicesthe relevantLimitedpersonalat Leveldata 22,in accordanceHopewell Centre,with the183provisionsQueen’s Roadof theEast,PersonalHongDataKong.(Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor