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

May 29, 2024

51206_rns_2024-05-29_19304cba-b77c-435a-8bc3-70332eb49d81.pdf

Proxy Solicitation & Information Statement

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RemeGen Co., Ltd.[*] 榮昌生物製藥( 煙台) 股份有限公司

(A joint stock company incorporated in the Peoples Republic of China with limited liability)

(Stock Code: 9995)

PROXY FORM FOR USE AT THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

I/We_(Note 1)ofbeing the registered holder(s) ofHEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 3)_ orofas my/our proxy to attend and act for me/us at the 2024 first extraordinary Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot thereof) for the purposes of considering and, if thought fit, passing the resto vote for me/us and in my/our name(s) in respect of the resolutions as I/We_(Note 1)ofbeing the registered holder(s) ofHEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 3)_ orofas my/our proxy to attend and act for me/us at the 2024 first extraordinary Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot thereof) for the purposes of considering and, if thought fit, passing the resto vote for me/us and in my/our name(s) in respect of the resolutions as
AIRMAN OF THE MEETING(Note 3) or
Special Resolutions
1. To consider and approve the proposal in relation to the fulfilmeby the Company. nt of the conditions for the Proposed Issuance
2. To consider and approve the proposal in relation to the Plan of a separate resolution). the Proposed Issuance (each and every item as
(1)Class and nominal value of Shares to be issued
(2)Method and time of issuance
(3)Target subscribers and subscription method
(4)Number of Shares to be issued
(5)Price Determination Date, issue price and pricing principles
(6)Lock-up period
(7)Amount and use of proceeds
(8)Listing venue of the Shares
(9)Distribution arrangement of accumulated profits
(10)Validity period of the resolutions in relation to the Proposed Issuance
3. To consider and approve the Proposal for the Proposed Issuance.
4. To consider and approve the proposal in relation to the Demonstration and Analysis Report regarding the Planof the Proposed Issuance.
5. To consider and approve the proposal in relation to the Feasibility Report on the Use of Proceeds from theProposed Issuance.
6. To consider and approve the proposal in relation to the Report on the Use of Proceeds Previously Raised.
7. To consider and approve the proposal in relation to the dilution of immediate return resulting from the ProposedIssuance and remedial measures adopted by the Company and undertakings by relevant subjects.
8. To consider and approve the proposal in relation to the Dividend Distribution Plan for the Shareholders for theNext Three Years (2024 to 2026).
9. To consider and approve the proposal for authorizing the Board and persons authorized by the Board to deal withall matters in relation to the Proposed Issuance at the general meeting.
Date: Signature(s)(Note 5):

Notes:

  1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS .

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

  3. If any proxy other than the chairman of the Meeting 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 shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “Against”. IF YOU WISH TO ABSTAIN, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “Abstain”. The shares abstained will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstained”.

  5. This proxy form must be signed by you or your attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be either under the seal of the corporation (must be signed by the legal representative/person-in-charge in case of a shareholder being a domestic corporation) or signed by its director(s) or duly authorized attorney(s). In case of a corporation, the same must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

  6. In case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  7. In order to be valid, the proxy form together with the notarized power of attorney or other authorization document (if any) must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for the holding of the or any adjournment thereof (as the case may be) (which is before 2:00 p.m. on Sunday, June 16, 2024 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the 2024 first extraordinary general meeting of the Company or any adjournment thereof if he/she so wishes. Shareholders and shareholder proxies are required to produce identity proof when attending the Meeting (and any adjournment thereof).

PERSONAL INFORMATION COLLECTION STATEMENT

Yourfor thesupplymeetingof yourof theandCompanyyour proxy’s(the “(or Purposes proxies’)”). Wename(s)may andtransferaddress(es)your andis youron a proxy’svoluntary(orbasisproxies’)for thename(s)purposeandof address(es)processing yourto ourrequestagent,forcontractor,the appointmentor third ofpartya proxyservice(orproviderproxies)whoand providesyour votingadministrative,instructions computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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 the Company/Computershare Hong Kong Investor Services Limited at the above address.

* For identification purposes only