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Qyuns Therapeutics Co., Ltd. Proxy Solicitation & Information Statement 2024

May 14, 2024

50638_rns_2024-05-14_52167180-5ded-49f9-9e7a-4434a37174f7.pdf

Proxy Solicitation & Information Statement

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Qyuns Therapeutics Co., Ltd. 江蘇荃信生物醫藥股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2509)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, MAY 31, 2024[(Note 1)]

Number of shares to which this revised form of proxy relates[(Note 2)] I/We[(Note 3)] of being the registered holder(s) of[(Note 4)] unlisted shares/H shares[[(Note 5)]] of RMB1.00 each in the share capital of Qyuns Therapeutics Co., Ltd. (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 6)] or

unlisted shares/H shares[[(Note 5)]] of RMB1.00 each in

of as my/our proxy(ies): (a) to attend and act for me/us at the annual general meeting (the “ AGM ”) (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on Friday, May 31, 2024 at North Conference Room, 2nd Floor, Building 1, No.907 Yaocheng Avenue, Taizhou City, Jiangsu Province, the PRC (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions (the “ Resolutions ”) as set out in the notice convening the AGM (the “ Notice ”) and the supplemental notice (the “ Supplemental Notice ”); and (b) at the AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below or, if no such indication is given, as my/our proxy(ies) think(s) fit.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR(Note 7) AGAINST(Note 7) ABSTAIN(Note 7)
1. To consider and approve the report of the board of directors (the“Board”) of the Company for the year ended December 31, 2023.
2. To consider and approve the report of the board of supervisors of theCompany for the year ended December 31, 2023.
3. To consider and approve the annual report of the Group which includethe audited consolidated financial statements and the reports of theauditor of the Company for the year ended December 31, 2023.
4. To consider and approve the proposed profit distribution plan of theCompany for the year ended December 31, 2023.
5. To consider and approve the remuneration scheme for directors andsupervisors of the Company for the year ending December 31, 2024.
6. To consider and approve the engagement of KPMG as the auditor of theCompany to hold office until the conclusion of the next annual generalmeeting of the Company and to authorise the Board to determine theirremuneration.
7. To consider and approve the provision of a guarantee by the Company toits subsidiary for a credit line of not more than RMB300 million.
SPECIAL RESOLUTION
8. To consider and approve the proposed granting of the general mandate tothe Board to issue H shares.
ORDINARY RESOLUTION
9. To consider and approve the provision of a guarantee by the Company toits subsidiary for a guarantee line of not more than RMB100 million inaggregate.

Signature(s)[(Note 8)]

2024

Date:

Notes:

  1. IMPORTANT: You should first review the annual report of the Company for the year 2023, the Notice and the Supplemental Notice. The annual report for the year 2023 includes the 2023 Report of the Board of Directors, the 2023 Report of the Board of Supervisors and the audited consolidated financial statement of the Company for the year 2023 for review by shareholders.

  2. Please insert the number of shares registered in your name(s) to which this revised proxy form relates. If no number is inserted, this revised form of proxy will be deemed to relate to all shares registered in your name(s).

  3. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .

  4. Please insert the total number of shares registered in your name(s).

  5. Please strike out the type of shares (unlisted shares or H shares) to which this revised form of proxy does not relate.

  6. If any proxy other than the Chairman of the AGM is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. As regards any shareholder which is a corporation, its legal representative or any person duly authorised pursuant to a resolution of its board of directors or any other decision-making body shall attend the AGM as its representative. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  7. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN, PLEASE TICK IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the Notice and the Supplemental Notice.

  8. This revised form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or signed by its director(s) or duly authorised executive(s) or attorney(ies). If this revised form of proxy is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

  9. In accordance with the Company’s articles of association, as far as all joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of members shall be entitled to receive notices of the Company. In the case of joint shareholders, any one shareholder may sign the revised form(s) of proxy. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

  10. In order to be valid, this revised form of proxy together with the notarized power of attorney or other authorisation document (if any) must be deposited at the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time fixed for the AGM (i.e., not later than 2:00 p.m. on Thursday, May 30, 2024 (Hong Kong time)) (the “ Closing Time ”).

  11. A shareholder or his/her/its proxy should produce proof of identity when attending the AGM.

  12. Completion, signing and return of this revised form of proxy will not preclude you from attending and voting in person at the AGM should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

  13. References to time and dates in this revised proxy form are to Hong Kong time and dates.

  14. IMPORTANT: If you have not yet lodged the original form of proxy which was sent to you together with the Notice (the “Original Proxy Form”) with the Company’s H share registrar, you are requested to lodge this revised form of proxy if you wish to appoint proxy/proxies to attend the AGM on your behalf. In this case, the Original Proxy Form should not be lodged with the Company’s H Share registrar.

  15. IMPORTANT: If you have already lodged the Original Proxy Form with the Company’s H Share registrar, you should note that:

  • (1) If this revised form of proxy is not lodged with the Company’s H share registrar before the Closing Time as mentioned in note 10 above or if it is incorrectly completed, the Original Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the Notice and the Original Proxy Form, including the newly added resolution as set out in the Supplemental Notice.

  • (2) If you have lodged this revised form of proxy with the Company’s H share registrar before the Closing Time as mentioned in note 10 above, this revised form of proxy will revoke and supersede the Original Proxy Form previously lodged by you provided that this revised form of proxy is correctly completed.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.