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PW Medtech Group Limited Proxy Solicitation & Information Statement 2020

Nov 20, 2020

49875_rns_2020-11-20_b4466e1e-dedc-47e8-b927-259934e6c285.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)

Revised Form of Proxy for use at the Extraordinary General Meeting to be held on Tuesday, December 8, 2020

I/We, (Note 1)

of

being the registered holder(s) of

shares (Note 2)

of US$0.0001 each in the share capital of PW Medtech Group Limited (普華和順集團公司) (the ‘‘Company’’), HEREBY APPOINT THE

CHAIRMAN OF THE MEETING or (Note 4)

of as my/our proxy to attend the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 10:00 a.m. on Tuesday, December 8, 2020 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the Revised Notice of EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise defined, capitalized terms used in this Revised Form of Proxy shall have the same meanings as those defined in the circular of the Company dated November 16, 2020 and the supplemental circular of the Company dated November 23, 2020.

  • FOR AGAINST

  • ORDINARY RESOLUTIONS (Notes 5 & 6) (Notes 5 & 6)

    1. THAT: (a) the Effective Disposal through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out), together with the Transaction Documents, the Merger Voting Undertaking and the transactions contemplated and facilitated thereunder (including the Disposals and the Cash Out), be and are hereby confirmed, approved and ratified; and
  • (b) the executive director of the Company be and is hereby authorized on behalf of the Company to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) as she may, in her absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, or to ensure smooth implementation of and to give effect to the Effective Disposal, the Disposals, the Cash Out, the Transaction Documents, the Merger Voting Undertaking and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree to such alterations, amendments and additions thereto as the executive director of the Company may, in her absolute discretion, consider necessary, desirable or expedient in the interests of the Company.

    1. To declare the proposed Special Dividend of approximately US$0.2034 per Share (equivalent to approximately HK$1.5764 per Share for illustration purpose) (subject to the closing of the Disposals), and the Board be and is hereby authorised to effect the payment of the proposed Special Dividend in HK$ at the relevant exchange rate on December 8, 2020 and to do all acts and things and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the payment of the proposed Special Dividend on or around January 20, 2021.

Dated this day of 2020 Signature (Note 7): Notes: Important: The Revised Form of Proxy will revoke and supersede the Original Form of Proxy enclosed with the Circular. Shareholders who have submitted the Original Form of Proxy to the branch share registrar of the Company must note that the Original Form of Proxy will no longer be applicable to the EGM and voting on the proposed ordinary resolutions as set out in the Original Notice of EGM.

  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 Revised Form of Proxy will be deemed to relate to all the Shares registered in your name(s).

  2. Any member of the Company entitled to attend and vote at the EGM 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 EGM in person to represent the member.

  3. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING or’’ 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 EGM 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 REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT:AGAINST ANYIFRESOLUTIONS,YOU WISH TOTICKVOTETHEFORAPPROPRIATEANY RESOLUTIONS,BOXES MARKEDTICK THE‘‘AGAINSTAPPROPRIATE’’. FailureBOXESto completeMARKEDany or‘‘FORall the’’.boxesIF YOUwillWISHentitle TOyourVOTEproxy to 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 EGM other than those referred to in the notice convening the EGM.

  5. All resolutions will be put to vote by way of poll at the EGM. Every shareholder of the Company present in person (in the case of a Shareholder 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.

  6. This Revised 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.

  7. Tothereof,be valid,mustthisbe depositedRevised Format theofbranchProxy sharetogetherregistrarwith theof thepowerCompanyof attorneyin Hong(if any)Kong,or Tricorother authorityInvestor (ifServicesany) underLimited,whichat Levelit is signed54, Hopewellor a notariallyCentre,certified183 Queencopy’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  8. 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.

  9. Completion and delivery of the Revised Form of Proxy will not preclude you from attending and voting at the EGM and, in such event, the Revised Form of Proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your(or proxies)supply ofandyouryourandvotingyour proxyinstructions’s (or proxiesfor the’) EGMname(s)(theand‘‘Purposesaddress(es)’’).isWeon amayvoluntarytransferbasisyourforandtheyourpurposeproxyof’sprocessing(or proxiesyour’) name(s)request forandtheaddress(es)appointmentto ofoura agent,proxy informationcontractor, oror thirdare otherwiseparty servicerelevantproviderfor thewhoPurposesprovidesandadministrative,need to receivecomputerthe information.and otherYourservicesand yourto usproxyand’sto(orsuchproxiesparties’) name(s)who areandauthorizedaddress(es)by willlaw beto retainedrequest thefor 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 the relevant personal data in accordanceHopewell Centre,with the183provisionsQueen’s Roadof theEast,PersonalHongDataKong.(Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at Level 54,