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SinoMab BioScience Limited Proxy Solicitation & Information Statement 2022

Aug 30, 2022

50863_rns_2022-08-30_46ed13d4-ada4-47ef-a2bd-42ae4abbbf05.pdf

Proxy Solicitation & Information Statement

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SinoMab BioScience Limited 中國抗體製藥有限公司

(Incorporated in Hong Kong with limited liability) (Stock code: 3681)

Number of shares to which this form of proxy relates[(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT THEATER R2, 10/F, UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG ON WEDNESDAY, 21 SEPTEMBER 2022 AT 10:00 A.M.

I/We[(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of SinoMab BioScience Limited (the ‘‘Company’’) HEREBY APPOINT the Chairman of the meeting[(Note][3)]

or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Theater R2, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 21 September 2022 at 10:00 a.m. (and at any adjournment thereof). Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

ORDINARY RESOLUTION ORDINARY RESOLUTION FOR AGAINST
1. ‘‘THAT, subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited
(the ‘‘Stock Exchange’’) granting approval for the listing of, and permission to deal in, the shares of the
Company (‘‘Shares’’) which may fall to be issued and allotted pursuant to the exercise of any options which
may be granted under the new share option scheme of the Company (the ‘‘2022 Share Option Scheme’’), the
rules of which are contained in the document marked ‘‘A’’ produced to this meeting and signed by the chairman
of this meeting for identification purpose, the 2022 Share Option Scheme be and is hereby approved and adopted
and the directors of the Company be and are hereby authorised to take all such steps and attend all such matters,
approve and execute (whether under hand or under seal) such documents and do such other things, for and on
behalf of the Company, as the directors of the Company may consider necessary, desirable or expedient to effect
and implement the 2022 Share Option Scheme, including without limitation,
a.
administering the 2022 Share Option Scheme under which options will be granted to participants
eligible under the 2022 Share Option Scheme to subscribe for Shares;
b.
modifying and/or amending the 2022 Share Option Scheme from time to time provided that such
modification and/or amendment is effected in accordance with the provisions of the 2022 Share Option
Scheme relating to modification and/or amendment and the requirements of the Rules Governing the
Listing of Securities on the Stock Exchange (‘‘Listing Rules’’);
c.
granting options to subscribe for Shares under the 2022 Share Option Scheme and allotting and issuing
from time to time such number of Shares as may be required to be issued pursuant to the exercise of
the options that may be granted under the 2022 Share Option Scheme and subject to the Listing Rules;
d.
making application at the appropriate time or times to the Stock Exchange, and any other stock
exchanges upon which the issued shares of the Company may for the time being be listed, for the
listing of, and permission to deal in, any new shares of the Company or any part thereof that may
hereafter from time to time be allotted and issued pursuant to the exercise of the options granted under
the 2022 Share Option Scheme; and
e.
consenting, if it so deems fit and expedient, to such conditions, modifications and/or variations as may
be required or imposed by the relevant authorities in relation to the 2022 Share Option Scheme.’’
Date:
Notes:
1.
2.
3.
4.
5.
6.
7.
8.
9.
day of

Please insert the number of s
If more than one proxy is app
Full name(s) and address(es)
If any proxy other than the C
Any shareholder of the Comp
Every shareholder present in
IMPORTANT: IF YOU WI
TICK (‘‘P’’) THE BOX M
properly put to the EGM othe
This form of proxy must be
ANY ALTERATION MADE
In case of joint holders, the v
be determined by the order in
In order to be valid, this for
Computershare Hong Kong In
holiday) before the time appo
Completion and delivery of th
to be revoked.
References to time and dates
2022
Signature(s)(Note 5)
hares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to rela
ointed, the number of shares in respect of which each such proxy so appointed must be specified.
to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
hairman of the meeting is preferred, please strike out the words ‘‘the Chairman of the meeting’’ and insert th
any entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote inste
person or by proxy shall be entitled to one vote for each share held by him.
SH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘FOR’’. IF YO
ARKED ‘‘AGAINST’’. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy
r than those referred to in the notice convening the EGM.
signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be eithe
TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
ote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of vote
which the names stand in the register of members of the Company.
m of proxy and any authority (if any) under which it is signed, or a copy of such power or authority, must
vestor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not
inted for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 10:00 a.m. on Mond
e form of proxy will not preclude you from attending and voting in person at the EGM or poll concerned if
in this form of proxy are to Hong Kong time and dates.
te to all the shares of the Company registered in your name(s).
e name and address of the proxy desired in the space provided.
ad of him. A proxy need not be a shareholder of the Company.
U WISH TO VOTE AGAINST A RESOLUTION, PLEASE
will also be entitled to vote at his discretion on any resolution
r under its seal or under the hand of a duly authorised officer.
s of the other joint holder(s) and for this purpose seniority will
be deposited at the Company’s share registrar in Hong Kong,
less than 48 hours (excluding any part of a day that is a public
ay, 19 September 2022 (Hong Kong time)).
you so wish. In such event, this form of proxy shall be deemed

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupplyforof theyourEGMand ofyourthe proxyCompany’s (or(theproxies‘‘Purposes’) name(s)’’). Weandmayaddress(es)transfer isyouron anda voluntaryyour proxybasis’s (orforproxiesthe purpose’) name(s)of processingand address(es)your requestto our agent,for thecontractor,appointmentor thirdof a partyproxyservice(or proxies)providerandwhoyourprovidesvoting administrative,need to receive computerthe information.and otherYourservicesand yourto usproxyfor ’uses (orinproxiesconnection’) name(s)with theandPurposesaddress(es)andwillto suchbe retainedparties forwhosuchare periodauthorisedas mayby lawbe necessaryto requesttothefulfilinformationthe Purposes.or areRequestotherwisefor accessrelevanttoforand/orthe Purposescorrectionandof 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 the following means: By mail to: Personal Data Privacy Officer

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

Or By email to: [email protected]

This document is made in English and Chinese. In case of any inconsistency, the English version shall prevail.