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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2015

Jun 23, 2015

49801_rns_2015-06-23_4405e4ce-8bef-45d0-a89e-d620e618a75c.pdf

Proxy Solicitation & Information Statement

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CHINA TRADITIONAL CHINESE MEDICINE CO. LIMITED 中國中藥有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

Form of Proxy for use at the Extraordinary General Meeting convened at Conference Room, 4th Floor, No.1 Keyuan Heng 4 Road, Gaoli Hi-Tech Park, Ronggui, Shunde District, Foshan City, Guangdong Province, China on Monday, 13 July 2015, at 2:30 p.m.

I/We [(1)] of being the holder(s) of [(2)] ordinary shares of the abovenamed Company hereby appoint [(3][&][4)] of

or failing him [(3][&][4)] of or failing him, the Chairman of the meeting to act as my/our proxy at the Extraordinary General Meeting (or at any adjournment thereof) (the “ EGM ”) of the Company to be held at Conference Room, 4th Floor, No.1 Keyuan Heng 4 Road, Gaoli Hi-Tech Park, Ronggui, Shunde District, Foshan City, Guangdong Province, China on Monday, 13 July 2015, at 2:30 p.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the said Extraordinary General Meeting (“ Notice of EGM ”) and at the EGM on a poll to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS For(5) Against(5) Against(5)
1 To approve, ratify and confirm the First Acquisition Agreement, and the
transactions contemplated thereunder*.
2 To approve, ratify and confirm the Second Acquisition Agreement, and the
transactions contemplated thereunder*.
3 To approve, ratify and confirm the Third Acquisition Agreement, and the
transactions contemplated thereunder*.
4 To approve, ratify and confirm the Fourth Acquisition Agreement, and the
transactions contemplated thereunder*.
5. To approve, ratify and confirm the Fifth Acquisition Agreement, and the
transactions contemplated thereunder*.
6. (a) To approve, ratify and confirm the trustee subscription agreement dated 15
May 2015 (the “**Vendor C ** Trustee Subscription Agreement”) entered into
between the Company and 華寶信託有限責任公司(Hwabao Trust Co., Ltd.)
(the “Trustee”), and the transactions contemplated thereunder*; and
(b) To approve that the Directors be and are hereby authorised and granted a
specific mandate (the “Vendor C Specific Mandate”) to allot and issue to
the Trustee, 80,149,157 new shares of the Company in accordance with the
terms and conditions of the Vendor C Trustee Subscription Agreement.
7. (a) To approve, ratify and confirm the trustee subscription agreement dated 15
May 2015 (the “**Vendor E ** Trustee Subscription Agreement”) entered into
between the Company and the Trustee, and the transactions contemplated
thereunder*; and
(b) To approve that the Directors be and are hereby authorised and granted a
specific mandate (the “Vendor E Specific Mandate”) to allot and issue to
the Trustee, 117,600,605 new shares of the Company in accordance with
the terms and conditions of the Vendor E Trustee Subscription Agreement.

* The full text of the ordinary resolutions No. 1 to 7 are set out in the Notice of the Extraordinary General Meeting contained in the circular to the shareholders of the Company dated 24 June 2015.

Dated: , 2015 Signature [(6)] :

Notes:

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

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

  3. A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a member of the Company, but must attend the EGM in person to represent you.

  4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “” IN THE BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this form of proxy must be under its common seal or under the hand of an officer or attorney duly authorised.

  7. If more than one of the joint holders are present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant share(s) will alone be entitled to vote in respect of the relevant joint holding.

  8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the registered office of the Company at Room 1601, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the EGM.

  9. Any alterations made in this form should be initialled by the person who signs it. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the EGM. In the event that you attend the EGM, this form of proxy will be deemed to be revoked.

  10. The description of the ordinary resolutions is by way of summary. The full text of the ordinary resolutions is set out in the Notice of EGM.