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Sino-Life Group Limited Proxy Solicitation & Information Statement 2021

Mar 29, 2021

51375_rns_2021-03-29_9b9cb4f4-05d1-4b63-857d-124a836e3ca4.pdf

Proxy Solicitation & Information Statement

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SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 APRIL 2021

I/We[(note][1)] of

being the registered holder(s) of[(note][2)] ordinary share(s) of HK$0.1 each in the capital of Sino-Life Group Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting of the Company, or[(note][3)] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong at 3: 00 p.m. on Thursday, 22 April 2021 and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the EGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournment thereof:

ORDINARY RESOLUTION[(note][4)] FOR[(note][5)] AGAINST[(note][5)]

To adopt the Share Option Scheme[(note][4)]

Date this

day of

2021

Signature[(note][6)]

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

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

  3. If any proxy other than the Chairman is preferred, please strike out ‘‘the Chairman of the extraordinary general meeting of the Company, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. The description of the resolution is by way of summary only. The full text appears in the notice of the EGM.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your 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 EGM and/or at any adjournment thereof other than those referred to in the notice convening the EGM which is set out in the Company’s circular dated 30 March 2021.

  6. This form of 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, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

  7. Any member entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

  8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the EGM or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the EGM or adjourned meeting, not less than fortyeight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

  9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the EGM convened and in such event, this form of proxy shall be deemed to be revoked.

  10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  11. Precautionary measures for the EGM

In view of the ongoing development of coronavirus epidemic and recent requirements for prevention and control of its spread by the Hong Kong Government, the Company strongly recommends Shareholders to exercise their voting rights by appointing the Chairman of the EGM as their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person. Shareholders are reminded that physical attendance at the EGM is not necessary for the purpose of exercising the voting rights. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach our share registrar not less than 48 hours before the time fixed for holding the EGM.

In compliance with the Hong Kong Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement the following precautionary measures at the EGM including, but not limited to:

  • . compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue and anyone with abnormal body temperature may be denied entry into the venue;

  • . every Shareholder or proxy is mandatorily required to use of surgical face masks during their attendance of the EGM; and . no distribution of corporate gifts and no refreshments will be served.

In the light of continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the EGM in person, and advises Shareholders to appoint the Chairman of the EGM or any Director or company secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the EGM in person.

Shareholders are in any event asked (a) to consider carefully the risk of attending the EGM, which will be held in an enclosed environment; (b) to follow any requirements or guidelines of the Hong Kong Government relating to COVID-19 in deciding whether or not to attend the EGM; and (c) not to attend the EGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 (‘‘PDPO’’) of the Laws of Hong Kong, which will include your name and mailing address.

Your Personal Data provided in this form may be used in connection with processing your appointment of proxy at Sino-Life Group Limited’s EGM and instructions. Your supply of Personal Data is on a voluntary basis. However, we may not be able to effect the appointment of your proxy and instructions unless you provide us with your Personal Data.

Your Personal Data will not be transferred to any third party, unless it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request.

Your Personal Data will be retained for such period as may be necessary for our record, verification and notification purposes and will be destroyed 1 year after the EGM.

You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the:

Privacy Compliance Officer of

Tricor Investor Services Limited at

Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong