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Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2009
Mar 27, 2009
49397_rns_2009-03-27_e495f812-5ef4-4826-b2d9-634ec0a8849c.pdf
Proxy Solicitation & Information Statement
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(incorporated in the Cayman Islands with limited liability)
(stock code: 690)
PROXY FORM
Form of proxy for use by shareholders at the extraordinary general meeting or any adjournment thereof (the “Meeting”) of Uni-Bio Science Group Limited to be convened and held at 10:30 a.m. on Monday, 20 April 2009
I/We (note a) of
, being the registered holder(s) of
(note b) shares of HK$0.10 each in the capital of UNI-BIO SCIENCE GROUP LIMITED (聯康生物科技集團有限公司) * (the “ Company ”) hereby appoint the Chairman of the Meeting or
of
to act as my/our proxy (note c) at the Meeting to be held at Room 1502, 15th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 20 April 2009 and at any adjournment thereof and to vote on my/our behalf as directed below.
Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (notes d and e) .
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SPECIAL RESOLUTIONS FOR AGAINST
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- (A) To approve the consolidation of every ten issued and unissued existing ordinary shares (the “ Existing Shares ”) of HK$0.10 each in the share capital of the Company into one ordinary share (the “ Consolidated Share ”) of HK$1.00 each in the share capital of the Company (the “ Consolidation ”) and the aggregation and sale of any fractional Consolidated Share(s) arising from the Consolidation.
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(B) To approve the reduction of the nominal value of each issued and paid-up Consolidated Share from HK$1.00 to one new share (the “ New Share ”) of HK$0.01 each by cancelling the paid-up capital on each issued Consolidated Share to the extent of HK$0.99 (the “ Capital Reduction ”) immediately following the Consolidation.
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(C) To approve the transfer of the credit arising from the Capital Reduction to the distributable reserve account of the Company (the “ Application of Credit ”).
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(D) To approve the cancellation of the authorised but unissued share capital of the Company and the increase of the authorised share capital of the Company by the creation of such number of New Shares as shall be sufficient to bring the authorised share capital of the Company to HK$5,000,000,000 divided into 500,000,000,000 New Shares of par value of HK$0.01 each (collectively, the “ Diminution and Increase ”).
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(E) To authorise the director of the Company to do all such acts, deeds and things as they shall, in their absolute discretion, consider appropriate and desirable to effect and implement the Consolidation, the Capital Reduction, the Application of Credit and the Diminution and Increase.
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- To approve the alteration to article 147 of the articles of association of the Company.
Dated Shareholder’s signature: (notes f to h)
Notes:
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a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.
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b. Please insert the number of shares (the “Shares”) of the Company 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).
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c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed in the space provided.
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d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If the form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
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e. The full text of the proposed resolutions appears in the notice of the Meeting dated 28 March 2009.
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f. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/ she/it 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 in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
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g. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.
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h. Any alteration made to this form should be initialled by the person who signs the form.
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i. Delivery of an instrument appointing a proxy should not preclude you from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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j. The above resolutions will be put to vote at the Meeting by way of poll.
* For identification purposes only