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Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2013
Apr 23, 2013
51056_rns_2013-04-23_ebc93207-3f6c-4c9f-8320-392a9970087d.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(Incorporated in the Cayman Islands with limited liability) Website: www.sinobiopharm.com (Stock code: 1177)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Sino Biopharmaceutical Limited (the “Company”) will be held at 7th Floor, Dynasty II, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 28 May 2013 at 10:30 a.m. (or so soon thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing with or without amendments the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“THAT:
subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, such number of Shares which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the rules of the new share option scheme (the “New Share Option Scheme”), a draft of which is produced to the meeting marked “A” and signed by the chairman of the meeting for the purposes of identification, representing an amount (the “General Scheme Limit”) up to 10 per cent. of the issued Shares as at the day on which this resolution is passed, with effect from the close of business of the day on which this resolution is passed, the rules of the New Share Option Scheme be approved and adopted and the directors of the Company be and are hereby authorised:
- (a) to approve any amendments to the rules of the New Share Option Scheme as may be acceptable or not objected to by the Stock Exchange;
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(b) at their absolute discretion to grant options to subscribe for Shares in accordance with the rules of the New Share Option Scheme;
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(c) to allot, issue and deal with Shares pursuant to the exercise of options granted under the New Share Option Scheme provided that the aggregate amount of shares which may fall to be allotted and issued pursuant to this authority, together with any issue of Shares upon the exercise of any options granted under any other share option scheme as may from time to time be adopted by the Company or its subsidiaries, shall not exceed the General Scheme Limit; and
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(d) to take all such steps as may be necessary, desirable or expedient to carry into effect the New Share Option Scheme.”
By order of the Board Sino Biopharmaceutical Limited Tse Ping Chairman
Hong Kong, 24 April 2013
Registered office: Head office and principal place Codan Trust Company (Cayman) Limited of business in Hong Kong: Century Yard Unit 09, 41st Floor, Office Tower Cricket Square Convention Plaza Hutchins Drive 1 Harbour Road P.O. Box 2681GT Wanchai George Town Hong Kong Grand Cayman British West Indies
As at the date of this notice, the Board comprises seven executive directors, namely Mr. Tse Ping, Mr. Zhang Baowen, Mr. Xu Xiaoyang, Mr. Tse Hsin, Ms. Cheng Cheung Ling, Mr. Tao Huiqi and Mr. He Huiyu and four independent non-executive directors, namely Mr. Lu Zhengfei, Mr. Li Dakui, Ms. Li Jun and Mr. Mei Xingbao.
Notes:
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A form of proxy for use at the extraordinary general meeting is being despatched to the shareholders of the Company together with a copy of this notice.
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Any shareholder of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice shall be entitled to appoint one proxy or, if he is the holder of two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
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In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s principal place of business in Hong Kong at Unit 09, 41st Floor, Office Tower Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
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Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in person 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 are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote.
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The register of members of the Company will be closed from Monday, 27 May, 2013 to Tuesday, 28 May, 2013 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for the attendance and voting at the extraordinary general meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 24 May, 2013 for registration.
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