BLOOMAGE BIOTECHNOLOGY CORP LTD 
By (incorporated in the Cayman Islands with limited liability)
(Stock code: 00963) FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETINGI/We (Note 1),
of
being the registered holder(s) of (Note 2) ordinary share(s) of HK$0.01 each in the capital of Bloomage BioTechnology Corporation 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 "Meeting") to be held on 23
December 2013 (Monday) at 10:30 a.m. at 23/F, Block D, Zhonghuan World Trade Centre, No. 6, Jianguo Men Avenue, Chaoyang District, Beijing and at
any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting
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 Meeting
and/or at any adjournment thereof:
ORDINARY RESOLUTIONS(Note 4) | FOR(Note 5) | AGAINST(Note 5) | |
1. | (a) To approve, confirm and ratify the conditional warrant subscription agreement (the "Warrant Subscription Agreement") dated 29 October 2013 and entered into between the Company as issuer, Wealthy Delight Group Limited as subscriber (the "Subscriber") and Mr. Jin Xuekun ("Mr. Jin") as guarantor in relation to the subscription of the 16,600,000 non-listed warrants (the "Warrants") by the Subscriber at the warrant subscription price of HK$0.01 per unit of Warrant, which entitles the holder thereof to subscribe for, initially, an aggregate of 16,600,000 ordinary shares of HK$0.01 each in the share capital of the Company (the "Shares") at the initial warrant subscription price of HK$16.652 (subject to adjustment) per Share and the transactions contemplated thereunder; (b) To approve the issue of the Warrants to the Subscriber in accordance with the terms and conditions of the Warrant Subscription Agreement and the transactions contemplated thereunder; (c) To approve the allotment and issue of the new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants (the "Warrant Shares"); and (d) To authorise any one director (except Mr. Jin) of the Company to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Warrant Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he/she considers necessary or expedient in his/her opinion to implement and/or give effect to the issue of the Warrants, and the allotment and issue of Warrant Share(s). | ||
2. | To approve, confirm and ratify the grant of 6,640,000 share options to Mr. Jin (the "Share Options") under the share option scheme adopted by the Company on 3 September 2008 to subscribe for 6,640,000 Shares, details of which are set out in the circular of the Company dated 5 December 2013 and to authorize the board of directors of the Company (the "Board") or a duly authorised committee of the Board or any one or more directors of the Company authorised by the Board or any committee to do any acts or things or to sign, seal, execute and/or deliver any documents for and on behalf of the Company as may be necessary, desirable or expedient in order to give effect to the grant of the Share Options. |
Dated this day of 2013 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 these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.
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 Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.
6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized 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 authorized 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 meeting of the Company 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 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting 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 meeting or adjourned meeting, not less than forty-eight (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 meeting 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 meeting 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. The notice of the Meeting is set out in the Company's circular dated 5 December 2013.
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