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Tianjin TEDA Biomedical Engineering Company Limited Proxy Solicitation & Information Statement 2013

Jun 27, 2013

51318_rns_2013-06-27_1d123e5c-3a25-47e0-b266-890218599d8f.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We,[(1)]

of

being the registered holder(s) of[(2)] shares of HK$0.10 each in the capital of China Oriental Culture Group Limited (the “Company”), hereby appoint[(3)] the Chairman of the Meeting (as defined below) or

of

to act as my/our proxy to attend and in the event of a poll vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 33/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong, on Wednesday, 24 July 2013 at 3:00 p.m. and at any adjournment thereof (the “Meeting”) on the undermentioned resolutions as indicated or, if no such indication is given, as my/our proxy or proxies think(s) fit.

ORDINARY RESOLUTION For[(4)] Against[(4)]

  • (1) To approve (a) the Acquisition Agreement and all the transactions contemplated thereunder; (b) the increase of the authorised share capital of the Company from HK$1,000,000,000 to HK$1,200,000,000; (c) the allotment and issue of the Preferred Shares and the allotment and issue of the ordinary shares in the share capital of the Company upon the exercise of the conversion rights attached to the Preferred Shares; and (d) the proposed annual cap amounts for the transactions contemplated under the Services Framework Agreement and the Consultancy and Services Agreement.

SPECIAL RESOLUTIONS

  • (2) To approve the proposed amendments to the memorandum and articles of association of the Company.

  • (3) Subject to the passing of the special resolution (2), to approve the adoption of the amended and restated memorandum and articles of association of the Company in substitution for and to the exclusion of the existing memorandum and articles of association of the Company.

Dated this day of 2013 Signature[(5)]

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 a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

  3. If any proxy other than the Chairman is preferred, delete the words “the Chairman of the Meeting” 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. Please indicate with a “ü” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If this form is returned and duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if the appointor is a corporation, must be either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  7. To be valid, this form of proxy together with any 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 delivered to the principal place of business of the Company at Suites 1205-1207, 12th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjourned Meeting.

  8. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

  9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you wish.