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RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2024

Sep 2, 2024

51206_rns_2024-09-02_9afba9f4-4f4c-429f-ab25-0c4f9276f70d.pdf

Proxy Solicitation & Information Statement

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Overseas Chinese Town (Asia) Holdings Limited 華僑城(亞洲)控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We[(1)] , of , being the registered holder(s) of[(2)] ordinary share(s) (the “ Shares ”) of par value of HK$0.10 each in the capital of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”), hereby appoint the Chairman of the Meeting or[(4)] of as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Conference Room No. 5, 43rd Floor, OCT Tower, 9018 Shennan Avenue, Nanshan District, Shenzhen, the People’s Republic of China on 19 September 2024 (Thursday) at 10:00 a.m. (and at any adjournment thereof) (the “ Meeting ”) in respect of such resolution(s) as indicated below, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote or to abstain on any matter properly put to the Meeting in such manner as he/she thinks fit.

  • ORDINARY RESOLUTION[(5)] FOR[(6)] AGAINST[(6)]

  • To approve, ratify and confirm the Equity Transfer Agreement and the transactions contemplated thereunder.

  • Date: 2024 Signature(s)[(7)] : Notes: 1. Please insert full name(s) and address(es) (as shown in the register of members of the Company) in BLOCK CAPITALS . The names of all joint registered holders should be stated.

    1. Please insert the number of shares to which this form relates. If a number is inserted, this form will be deemed to relate only to those shares. If no number is inserted, this form will be deemed to relate to all shares in the Company which are registered in your name(s).
    1. Any shareholder of the Company entitled to attend, speak and vote at the Meeting shall be entitled to appoint another person (who need not be a member of the Company) as his/her proxy to attend, speak and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy, provided that the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
    1. If any proxy other than the Chairman of the meeting is preferred, strike out “the Chairman of the Meeting or” and insert the name and address of the proxy in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  1. The description of the resolution(s) is by way of summary only. The full text appears in the notice of the Meeting. 6. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If you wish to use less than all your votes, or to cast some of your votes “For” and some of your votes “Against” a resolution, you must write the number of votes in the relevant box(es). If no direction is given, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any matter properly put to the Meeting.

  2. This form must be signed by you or your attorney duly authorised in writing, or in case of a corporation, either under seal or under the hand of an officer or attorney duly authorised to sign the same.

  3. To be valid, this form and (if requested by the board of directors) the power of attorney or other authority (if any) under which this is signed or a notarially certified copy of that power or authority shall be deposited to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the Meeting or adjourned meeting (as the case may be). No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting in a case where the Meeting was originally held within 12 months from such date. Completion and delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. Where there are joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally 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 personally or by proxy, 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.

  5. References to time and dates in this form are to Hong Kong time and dates.

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, and your instructions for the Meeting as stated in this form (the “ Purposes ”). By providing your proxy’s (or proxies’) personal data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy (or proxies) in using his/her personal data provided herein and that you have informed your proxy (or Proxies) of the purpose for and the manner in which his/her personal data may be used. We may disclose or transfer your and your proxy’s (or proxies’) personal data, including 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, or if we are required to do so by law. Your and your proxy’s (or proxies’) personal data, including your and your proxy (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 Computershare Hong Kong Investor Services Limited at the above address.