Capinfo Company Limited - AGM Information 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all or transferred all your shares in Capinfo Company Limited* , you should at once hand this circular and the accompanying proxy form to the purchaser or to the transferee, or to the bank, licensed securities dealer or registered institution in securities through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

**CAPINFO COMPANY LIMITED[*]**

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1075)

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS PROPOSED AMENDMENTS TO REMUNERATION SYSTEM OF DIRECTORS AND SUPERVISORS PROPOSED GENERAL MANDATE TO ISSUE H SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Capinfo Company Limited to be held on Friday, 18 June 2021 at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China is set out on pages 19 to 23 of this circular.

Whether you intend to attend the meeting or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company’s principal place of business in the People’s Republic of China at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (in the case of proxy form of holder of Domestic Shares) or to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the meeting (i.e. not later than 17 June 2021 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy form will not preclude you from attending and voting at the meeting should you so wish.

18 May 2021

* For identification purpose only

CONTENT

		Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS . . . . . .	4
3.	PROPOSED AMENDMENTS TO REMUNERATION SYSTEM OF
	DIRECTORS AND SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	PROPOSED GENERAL MANDATE TO ISSUE H SHARES . . . . . . . . . . . . . . .	7
5.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX	BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND
	SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

DEFINITIONS

In this circular, unless the context otherwise requires, the terms below shall have the following meanings when used herein:

“AGM” the annual general meeting of the Company to be held on 18 June 2021, at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC
“Notice of AGM” notice of convening the AGM dated 18 May 2021 as set out on pages 19 to 23 in this circular
“Articles of Association” the articles of association of the Company as amended from time to time
“Board” the board of Directors “BSAM” 北京市國有資產經營有限責任公司 (Beijing State-owned Assets Management Co., Ltd.), a company incorporated in the PRC with limited liability, a controlling Shareholder
“Company” 首都信息發展股份有限公司 (Capinfo Company Limited), a joint stock limited company incorporated in the PRC, the H Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company “Domestic Share(s)” domestic share(s) of RMB0.10 each in the share capital of the Company
“Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “H Share(s)” overseas listed foreign share(s) of RMB0.10 each in the share capital of the Company
“Latest Practicable Date” 14 May 2021, being the latest practicable date prior to printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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DEFINITIONS

“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of
	Hong Kong), as amended, supplemented or modified from time to
	time
“Share(s)”	collectively, Domestic Shares and H Shares and (where applicable)
	any other foreign shares of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisors”	the members of the Supervisory Committee
“Supervisory Committee”	the supervisory committee of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent

In this circular, the English names of the PRC entities are translations of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

LETTER FROM THE BOARD

**CAPINFO COMPANY LIMITED[*]**

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1075)

Executive Directors: Ms. Lin Yankun (Chairman) Mr. Yu Donghui (General Manager) Mr. Zong Zhaoxing

Registered office: No. 11 Xi San Huan Zhong Road Haidian District, Beijing 100036 The PRC

Non-executive Directors:

Mr. Zhou Weihua Mr. Shan Yuhu Mr. Ma Linxiang Mr. Feng Jianxun Mr. Hu Yong

Independent Non-executive Directors: Mr. Gong Zhiqiang Mr. Cheung, Wai Hung Boswell Mr. Li He Mr. Yang Xiaohui

To the Shareholders

Principal place of business in Hong Kong: 25th Floor Neich Tower 128 Gloucester Road Wanchai Hong Kong

Principal place of business in the PRC: 5th Floor Longfu Mansion No. 95 Longfusi Street Dongcheng District Beijing 100010 The PRC 18 May 2021

Dear Sir or Madam,

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS PROPOSED AMENDMENTS TO REMUNERATION SYSTEM OF DIRECTORS AND SUPERVISORS PROPOSED GENERAL MANDATE TO ISSUE H SHARES AND NOTICE OF ANNUAL GENERAL MEETING

* For identification purpose only

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed re-election and election of Directors and Supervisors, proposed amendments to remuneration system of Directors and Supervisors, and proposed grant of general mandate to Directors to issue H Shares and to seek your approval of the resolutions relating to these matters at the AGM.

2. RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS

The seventh session of the Board comprises twelve Directors, including three executive Directors, five non-executive Directors and four independent non-executive Directors. The Supervisory Committee comprises three Supervisors, including two Supervisors representing the Shareholders and one Supervisor representing the staff and workers of the Company.

The current term of each Director and Supervisor shall expire on the date of the AGM and they are eligible for re-election pursuant to the Articles of Association.

Due to other work arrangements, non-executive Directors namely, Mr. Ma Linxiang and Mr. Hu Yong and independent non-executive Director namely, Mr. Li He will retire at the AGM and will not offer themselves for re-election. They have confirmed that they have no disagreement with the Board and there is no other matter in relation to their retirement that needs to be brought to the attention of the Shareholders. All other Directors of the seventh session of the Board will offer themselves for re-election.

The Board has nominated the retiring Directors namely, Ms. Lin Yankun, Mr. Yu Donghui, Mr. Zong Zhaoxing, Mr. Zhou Weihua, Mr. Shan Yuhu, Mr. Feng Jianxun, Mr. Cheung, Wai Hung Boswell, Mr. Yang Xiaohui and Mr. Gong Zhiqiang as candidates for Directors of the eighth session of the Board. Also, as recommended by the Nomination Committee, the Board has nominated Ms. Yan Yi and Ms. Liang Yi as candidates for non-executive Directors and Mr. Su Zhongxing as candidate for independent non-executive Director of the eighth session of the Board respectively.

Due to other work arrangements, Supervisors representing the Shareholders namely, Mr. Zhu Jie and Mr. Lei Yiping and Supervisor representing the staff and workers Mr. Zhao Kewen will retire at the AGM and will not offer themselves for re-election. They have confirmed that they have no disagreement with the Supervisory Committee and there is no other matter in relation to their retirement that needs to be brought to the attention of the Shareholders.

The Supervisory Committee has nominated Ms. Yu Nan and Ms. Ma Xiaoping as candidates for Supervisors representing the Shareholders of the eighth session of the Supervisory Committee. Besides, Ms. Zhu Chenlan has been elected by the employees of the Company as a Supervisor representing the staff and workers of the eighth session of the Supervisory Committee and is not required to stand for election at the AGM.

Mr. Gong Zhiqiang has served as independent non-executive Director more than 12 years. His reelection will be subject to a separate resolution to be approved by the Shareholders. Mr. Gong has rich knowledge and experience and in-depth understanding of the Company’s operations and business. In the capacity of independent non-executive Director, he has expressed objective views and given independent

LETTER FROM THE BOARD

guidance to the Company over the years. Both the Board and the Nomination Committee consider that Mr. Gong Zhiqiang has the required character, integrity and experience to continue fulfilling the role of independent non-executive Director and believe that Mr. Gong is still an independent person.

Resolutions are to be presented at the AGM to re-elect and elect the Directors of the eighth session of the Board and to re-elect and elect the Supervisors representing the Shareholders of the eighth session of the Supervisory Committee. The term of office of the eighth session of the Board and Supervisory Committee is three years and is recommended to commence on the date of the AGM and end on the date of the annual general meeting of the Company for the year of 2024.

The service contract or appointment letter entered between the Company and each of the executive Directors, non-executive Directors, independent non-executive Directors, the Supervisors representing the Shareholders and the Supervisor representing the staff and workers of the Company shall expire at the end of their respective term on the date of the AGM. Therefore, resolutions will be presented at the AGM to authorize the Board to enter into service contract or appointment letter with each of the newly elected executive Directors, non-executive Directors, independent non-executive Directors, the Supervisors representing the Shareholders and the Supervisor representing the staff and workers of the Company.

The biographical details of each candidate for Directors and Supervisors are set out in the appendix of this circular.

3. PROPOSED AMENDMENTS TO THE REMUNERATION SYSTEM OF DIRECTORS AND SUPERVISORS

To optimize the governance system of the Company and establish a systematic remuneration system of Directors and Supervisors, the Board has approved and proposed certain amendments to the existing Remuneration System of Directors and Supervisors, and a resolution will be proposed at the AGM to approve the proposed amendments to the Remuneration System of Directors and Supervisors. The amendments and the amended principal terms are set out as follows:

Before amendments	Before amendments	After amendments
	Before amendments	After amendments
Article 5 The remuneration rate for an independent Director is RMB50,000 per annum.	Article 5 The remuneration rate for an independent Director is RMB50,000 per annum.	Article 5 The remuneration rate for an independent Director is RMB~~5~~80,000 per annum.

LETTER FROM THE BOARD

Before amendments	Before amendments	After amendments	After amendments
	Before amendments	After amendments
	Article 6 Independent Directors shall receive remuneration for their positions in the specialized committees under the Board, namely the Audit Committee, the Strategy Committee and the Remuneration Committee, at the following rates. The remuneration rate for the chairman of the specialized committee under the Board is RMB10,000 per annum; and the remuneration rate for the member of the specialized committee under the Board is RMB5,000 per annum. The remuneration of the independent Directors who hold position in various specialized committees under the Board shall be accumulated at the said rates.	Deleted
Article 7 The Company shall pay the above remuneration to independent Directors before the 28th day of the last month of each quarter pursuant to the provisions of Article 5 and Article 6 herein.	Article 7 The Company shall pay the above remuneration to independent Directors before the 28th day of the last month of each quarter pursuant to the provisions of Article 5 and Article 6 herein.	Article ~~7~~6 The Company shall pay the ~~above~~ remuneration to independent Directors before the 28th day of the last month of each quarter ~~ttthiifAtil5d~~	~~b~~
		~~pursuan o e provsons o rce an~~ ~~Article 6 herein~~ at such remuneration rate for independent Directors reviewed and approved at the general meetings.

The remuneration rate for Directors and Supervisors shall be determined at the annual general meetings of the Company.
Directors and Supervisors shall be remunerated based on the follow principles:
(1) Directors and Supervisors who receive remuneration from the holders of Domestic Shares of the Company shall not receive any remuneration of Directors and Supervisors from the Company;
(2) Directors and Supervisors (including employee Supervisors) who hold office in and receive remuneration from the Company and its controlled companies shall not receive any remuneration of Directors and Supervisors.
The remuneration rate for an independent Director is RMB80,000 per annum.
The Company shall pay the remuneration to independent Directors before the 28th day of the last month of each quarter at such remuneration rate for independent Directors reviewed and approved at the general meetings.
Directors and Supervisors who have resigned or being removed shall no longer be entitled to any remuneration from the date of passing of the relevant resolution at the general meetings, and the amount of their remuneration shall be calculated based on the actual days of services and settled by the Company within 7 working days after their resignation or removal.
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LETTER FROM THE BOARD

The aforementioned remuneration rate is on a pre-tax basis; the individual income tax on such remuneration shall be uniformly withheld and paid by the Company at the individual income tax rate.
The total remuneration of Directors and Supervisors shall be included in the budget of the Board of the Company.
Any matters not covered herein shall be subject to the laws and regulations domestically and of the listing places as well as the Articles of Association.
The system shall be interpreted by the Board and subject to amendments by the Board in accordance with the provisions of relevant laws and regulations, the Articles of Association, and the actual situation of the Company.

4. PROPOSED GENERAL MANDATE TO ISSUE H SHARES

To ensure that flexibility and discretion are given to the Board to issue new Shares when they think desirable, the Company proposed to grant a general mandate to the Directors to allot, issue and otherwise deal with additional H Shares representing up to the limit of 20% of the aggregate nominal values of H Shares in issue on the date of passing the resolution to grant the general mandate. Any exercise of the power by the Directors under the general mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC.

5. ANNUAL GENERAL MEETING

The Notice of AGM is set out on pages 19 to 23 in this circular for you to consider the resolutions regarding, among other things, the following matters:

To re-elect and elect the Directors of the eighth session of the Board;
To authorize the Board to enter into service contract or appointment letter with each of the newly elected executive Directors, non-executive Directors and independent non-executive Directors;
To elect the Supervisors representing the Shareholders of the eighth session of the Supervisory Committee;
To authorize the Board to enter into service contract or appointment letter with each of the newly elected Supervisors representing the Shareholders and the Supervisor representing the staff and workers of the Company;
To propose amendments to the Remuneration System of Directors and Supervisors; and
To grant a general mandate to Directors to issue H Shares.
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LETTER FROM THE BOARD

The AGM is scheduled to be held at 10:00 a.m. on Friday, 18 June 2021 at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC. The proxy form for use at the AGM is enclosed with this circular.

Whether you intend to attend the AGM or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company’s principal place of business in the PRC at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC (in the case of proxy form of holder of Domestic Shares) or to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM (i.e. not later than 17 June 2021 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM should you so wish.

6. VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. RECOMMENDATION

The Directors believe that the re-election and election of Directors of the eighth session of the Board, to authorize the Board to enter into service contract or appointment letter with each of the newly elected executive Directors, non-executive Directors and independent non-executive Directors, the election of the Supervisors representing the Shareholders of the eighth session of the Supervisory Committee, to authorize the Board to enter into service contract or appointment letter with each of the newly elected Supervisors, to propose amendments to the Remuneration System of Directors and Supervisors and grant of general mandate to Directors to issue H Shares are in the best interest of the Company and its Shareholders as a whole. Therefore, the Directors recommend all the Shareholders to vote for the relevant resolutions set out in the Notice of AGM.

Yours faithfully, By Order of the Board CAPINFO COMPANY LIMITED 首都信息發展股份有限公司 Lin Yankun*

Chairman

Beijing, the PRC, 18 May 2021

For identification purpose only

BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

The biographical details of each candidate for Directors and Supervisors are set out as follows:

EXECUTIVE DIRECTORS

1. Ms. Lin Yankun ( 林艷坤女士 )

Ms. Lin (Party Secretary and Chairman), aged 46, was appointed as executive Director and a member of Remuneration and Appraisal Committee in January 2017, and was elected as the Chairman of the Board of the Company and the chairman of the Nomination Committee and the Strategy Committee in October 2017, in charge of leading the Board and ensure the Board to operate efficiently under the best interests of the Company as a whole. She served as director of Capinfo (Hong Kong) Company Limited, a whollyowned subsidiary. In November 2016, Ms. Lin joined the Company as Party Secretary. Prior to joining the Company, Ms. Lin served as the minister of disciplinary inspection supervision in BSAM. Ms. Lin also held various positions in Beijing Municipal Committee Office, including deputy director of the research department and the Secretary of The League Committee. Ms. Lin has a wealth of business management experience. Ms. Lin graduated from Peking University in 2006 with a master’s degree in civil and commercial law. Save as disclosed above, Ms. Lin did not hold any position with the Company or other members of the Group nor did she hold any directorship in any other listed public companies in the past three years.

Ms. Lin’s office as executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Ms. Lin will not receive Director’s fee from the Company in respect of her office as Director. Ms. Lin’s salaries, allowances, subsidies and retirement benefit scheme contributions received for the Company’s duties are set out in the 2020 Annual Report of the Company.

As at the Latest Practicable Date, Ms. Lin does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Lin is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

Other than disclosed above, there are no other matters relating to her re-election that need to be brought to the attention of the shareholders and there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

2. Mr. Yu Donghui ( 余東輝先生 )

Mr. Yu (Deputy Party Secretary and General Manager), aged 47, was appointed as executive Director and a member of the Strategy Committee in January 2017 and the chairman of the Rule of Law and Compliance Committee in February 2021. He currently serves as the Deputy Party Secretary and General Manager of the Company, and an executive director of Capinfo Medical United Information Technology Company Limited, a subsidiary of the Company, responsible for the overall operation and management, the implementation of the policies and operation objectives established by the Board. He also served as Chairman of Capinfo Technology Development Co., Ltd. (“ Capinfo Technology ”), a subsidiary of the

BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Company, and executive director of Beijing Parking Management Centre Co., Ltd., a wholly-owned subsidiary of the Company. Mr. Yu graduated from Tsinghua University in 1999 with a master degree in materials processing engineering and joined the Company in the same year. He previously served as general manager of the network technology service center, business director and deputy general manager of the Company with extensive experience in enterprise and technique management. Save as disclosed above, Mr. Yu did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Yu’s office as executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Mr. Yu will not receive Director’s fee from the Company in respect of his office as Director. Mr. Yu’s salaries, allowances, subsidies and retirement benefit scheme contributions received for the Company’s duties are set out in the 2020 Annual Report of the Company.

As at the Latest Practicable Date, Mr. Yu does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Yu is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

Other than disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

3. Mr. Zong Zhaoxing ( 宗照興先生 )

Mr. Zong (Deputy Party Secretary and President of Capinfo Institute), aged 56, was appointed as executive Director in June 2018 and as member of the Rule of Law and Compliance Committee in February 2021. He currently serves as the deputy secretary of the party committee of the Company and the president of the Capinfo Institute, and an executive director of Beijing Parking Management Centre Co., Ltd., a wholly-owned subsidiary of the Company, in charge of the daily work of the party establishment and the development of the trade union and the Communist Youth League, corporate culture of the Company and management of the Capinfo Institute and training. Before joining the Company, Mr. Zong was a technician and the deputy factory director of the branch chemical factory of Beijing Woodworking Factory of BBMG, the assistant factory manager and the office director of Beijing Woodworking Factory, the division head of the organization office of CPC Committee of BBMG, the general manager assistant of Beijing Jinhuyuan Property Management Co., Ltd. under BBMG, the deputy general manager of Beijing Bosha Industry and Trade Co., Ltd. under BBMG, a party committee member, the deputy chairman of labour union and the director of Party-masses Work Department of Beijing Science and Technology Park Construction (Group) Co. Ltd. Mr. Zong graduated from Northeast Forestry University with a bachelor degree in chemical engineering in 1986. Save as disclosed above, Mr. Zong did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Mr. Zong’s office as executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or reelection in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Mr. Zong will not receive Director’s fee from the Company in respect of her office as Director. Mr. Zong's salaries, allowances, subsidies and retirement benefit scheme contributions received for the Company’s duties are set out in the 2020 Annual Report of the Company.

As at the Latest Practicable Date, Mr. Zong does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Zong is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

NON-EXECUTIVE DIRECTORS

4. Mr. Zhou Weihua ( 周衛華先生 )

Mr. Zhou, aged 59, a professional senior engineer, was appointed as non-executive Director since June 2015. He is currently the chairman and general manager of Beijing Sino-Sky Radio TV & Communication Technology Co. Ltd., the sponsor shareholder of the Company and had served as the director and deputy chief engineer of the Research Department in Aerial Design of the Radio, Film & TV Design and Research Institute and engaged in development, design and management of antenna of radio and television communications for many years. He graduated from the Department of Space Physics of Wuhan University with a Bachelor of Science degree in Physics in July 1984 and graduated from Peking University Guanghua School of Management in July 2005 where he received a management master’s degree. Save as disclosed above, Mr. Zhou did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Zhou’s office as non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or reelection in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Mr. Zhou will not receive Director’s fee from the Company in respect of his office as Director nor will he receive any other emolument.

As at the Latest Practicable Date, Mr. Zhou does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Zhou is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

5. Mr. Shan Yuhu ( 單鈺虎先生 )

Mr. Shan, aged 59, senior accountant, was appointed as non-executive Director since June 2015. He is currently the general manager and director of Beijing Telecom Investment Co., Ltd., the sponsor shareholder of the Company and had served as the head of Financial Department of the Beijing Telegraph Bureau (北京電報局財務科), head of the Financial Department of the Beijing Long Distance Telephone Bureau (北京長途電話局財務處), the chief accountant of Beijing Suburban Telecommunication Bureau (北京市郊區電信局) and deputy general manager of the Financial Department of China Unicom, Beijing branch. Save as disclosed above, Mr. Shan did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Shan’s office as non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or reelection in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Mr. Shan will not receive Director’s fee from the Company in respect of his office as Director nor will he receive any other emolument.

As at the Latest Practicable Date, Mr. Shan does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Shan is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

6. Ms. Liang Yi ( 梁女士 )

Ms. Liang, aged 44, currently serves as deputy director of the investment and finance department of Beijing Gehua Media Group. She graduated from Capital University of Economics and Business with a master’s degree in management. She previously served as a cadre in operation and management department of Beijing Media Network and deputy general manager of Beijing All Media Digital Television Company. Save as disclosed above, Ms. Liang did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Ms. Liang’s appointment is subject to retirement by rotation or re-election in accordance with the Articles of Association, which specify that each session of the Board is for a period of three years. Ms. Liang will not receive Director’s fee from the Company in respect of her office as Director nor will she receive any other emolument, if being appointed.

As at the Latest Practicable Date, Ms. Liang does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Liang is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Other than disclosed above, there are no other matters relating to her election that need to be brought to the attention of the shareholders and there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

7. Mr. Feng Jianxun ( 馮建勛先生 )

Mr. Feng, aged 49, with a master degree in management, and a senior engineer. Mr. Feng was appointed as non-executive Director in June 2018. He currently serves as the deputy office director and senior business executive of China Financial Computerization Corporation. Mr. Feng graduated from School of Finance and Economics of Xi’an Jiaotong University in July 2001 with a master degree. Save as disclosed above, Mr. Feng did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Feng’s office as non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or reelection in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Mr. Feng will not receive Director’s fee from the Company in respect of his office as Director nor will he receive any other emolument.

As at the Latest Practicable Date, Mr. Feng does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Feng is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

8. Ms. Yan Yi ( 嚴軼女士 )

Ms. Yan Yi, aged 36, an economist with postgraduate qualification. She is currently the senior project manager of the urban function and social investment department of BSAM. She previously served as the business analyst of MWH (UK), the product manager of GE Medical System Co., Ltd., the project manager and senior project manager of the urban function and social investment department and the senior manager of the human resources department of BSAM, and the vice president of Beijing Yingzhi Rehabilitation Hospital Co., Ltd. Ms. Yan graduated from the school of management of Huazhong University of Science and Technology in June 2006 where she received a bachelor's degree in information management and information system, and graduated from the University of Sheffield in September 2007 where she received a master's degree in information management. Save as disclosed above, Ms. Yan did not hold any position with the Company or other members of the group nor did she hold any directorship in any other listed public companies in the past three years.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Ms. Yan’s appointment is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. Ms. Yan will not receive Director’s fee from the Company in respect of her office as Director nor will she receive any other emolument.

As at the Latest Practicable Date, Ms. Yan does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Yan is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTORS

9. Mr. Gong Zhiqiang ( 宮志強先生 )

Mr. Gong, aged 49, was appointed as independent non-executive Director since June 2009 and is also the chairman of the Remuneration and Appraisal Committee and a member of the Audit Committee, Nomination Committee and Rule of Law and Compliance Committee of the Company. Mr. Gong is currently a managing partner of Beijing S&P Law Firm. Mr. Gong previously worked in the Intermediate People’s Court of Handan Municipality, Hebei Province and Beijing Hylands Law Firm. He has extensive experience in control of corporate legal risks. Mr. Gong was independent director of Beijing Municipal Road and Bridge Group Co., Ltd. (北京市政路橋集團有限公司). Mr. Gong graduated from Hebei University with a master degree in laws in 1995. Save as disclosed above, Mr. Gong did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Gong’s office as independent non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. His emolument will be determined in accordance with the Remuneration System of Directors and Supervisors of the Company, if the amendments are being approved. He will be entitled to a fixed emolument of RMB80,000 for his office as independent non-executive Director of the Company.

As at the Latest Practicable Date, Mr. Gong does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Gong is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

10. Mr. Cheung, Wai Hung Boswell ( 張偉雄先生 )

Mr. Cheung, aged 50, was appointed as the independent non-executive Director in June 2015, and is a member of the Audit Committee and the Nomination Committee. Mr. Cheung currently serves as the chief financial officer and company secretary of Far East Consortium International Limited (a company listed on the Hong Kong Stock Exchange) and an audit committee member of Agora Hospitality Group Co., Ltd. (a company listed on the Tokyo Stock Exchange). Mr. Cheung once served as the Chief Financial Officer of K. Wah Real Estates Company Limited, the chief operating officer and company secretary of Integrated Waste Solutions Group Holdings Limited, senior financial strategy advisor of China Pacific Insurance (Group) Co., Ltd. (a company listed on the Hong Kong Stock Exchange), an executive director and a non-executive director of Dejin Resources Group Company Limited (formally named as Bright International Group Limited, a company listed on the Hong Kong Stock Exchange, and also held audit posts in Deloitte Touche Tohmatsu and Ernst & Young. Mr. Cheung graduated in Scotland with a bachelor degree of arts in accountancy in 1992, and obtained an MBA degree from the University of Leicester, UK in 1995 and a master’s degree in professional accounting in 2007. Mr. Cheung is a non-practicing member of the Hong Kong Institute of Certified Public Accountants and a qualified accountant of CPA Australia. Save as disclosed above, Mr. Cheung did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Cheung’s office as independent non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. His emolument will be determined in accordance with the Remuneration System of Directors and Supervisors of the Company, if the amendments are being approved. He will be entitled to a fixed emolument of RMB80,000 for his office as independent non-executive Director of the Company.

As at the Latest Practicable Date, Mr. Cheung does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Cheung is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

11. Mr. Su Zhongxing ( 蘇中興先生 )

Mr. Su, aged 44, a professor, doctoral supervisor and department head of human resources management department of Renmin University of China. He served as lecturer, associate professor of human resources management department of Renmin University of China, visiting scholar of Harvard University. Mr. Su graduated from Renmin University of China with a doctor’s degree in labour economics in 2008. Save as disclosed above, Mr. Su did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Mr. Su’s appointment is subject to retirement by rotation or re-election in accordance with the Articles of Association, which specify that each session of the Board is for a period of three years, if being appointed. His emolument will be determined in accordance with the Remuneration System of Directors and Supervisors of the Company, if the amendments are being approved. Mr. Su will be entitled to a fixed emolument of RMB80,000 for his office as independent non-executive Director of the Company.

As at the Latest Practicable Date, Mr. Su does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Su is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

Other than disclosed above, there are no other matters relating to his election that need to be brought to the attention of the shareholders and there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

12. Mr. Yang Xiaohui ( 楊曉輝先生 )

Mr. Yang, aged 53, is a senior accountant, certified public accountant, certified tax agent, and certified public valuer (non-practicing member), appointed as an independent non-executive Director, the chairman of the Audit Committee and a member of the Remuneration and Appraisal Committee in November 2016. He is now the partner of ShineWing Certified Public Accountants. Mr. Yang once served as independent non-executive director of Beijing Jingcheng Machinery Electric Company Limited, a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange. He was a teacher of North China University of Technology, department manager of Zhonghengxin Certified Public Accountants, partner of RSM China Certified Public Accountants. He has extensive experience in auditing and financial management. Mr. Yang graduated from North China University of Technology and obtained a bachelor’s degree in Accountancy in 1991. Save as disclosed above, Mr. Yang did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Mr. Yang’s office as independent non-executive Director shall remain effective up to 18 June 2021, being the expiration date of the term of the seventh session of the Board, and is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Board is for a period of three years. His emolument will be determined in accordance with the Remuneration System of Directors and Supervisors of the Company, if the amendments are being approved. He will be entitled to a fixed emolument of RMB80,000 for his office as independent non-executive Director of the Company.

As at the Latest Practicable Date, Mr. Yang does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Mr. Yang is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

SUPERVISORS REPRESENTING THE SHAREHOLDERS

13. Ms. Yu Nan ( 于楠女士 )

Ms. Yu, aged 39, currently serves as the manager of the audit department of BSAM. She previously served as the clerk, deputy clerk officer, clerk officer and deputy head of Beijing Municipal Local Taxation Bureau, and served as the deputy general manager of the audit department of BSAM, the secretary of the Discipline Committee and a party committee member of Beijing CHJ-Care Investment Co., Ltd. Ms. Yu graduated from the school of accounting of North China University of Technology in 2003 where she received a bachelor’s degree in economics, and graduated from Renmin University of China in 2014 where she received a master’s degree in economics. Save as disclosed above, Ms. Yu did not hold any position with the Company or other members of the Group nor did she hold any directorship in any other listed public companies in the past three years.

Ms. Yu’s appointment is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Supervisory Committee is for a period of three years. Ms. Yu will not receive any emolument from the Company in respect of her office as Supervisor.

As at the Latest Practicable Date, Ms. Yu does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Yu is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

14. Ms. Ma Xiaoping ( 馬曉萍女士 )

Ms. Ma, aged 35, currently serves as the senior manager of the legal and compliance department of BSAM. She previously served as the trainee clerk, clerk and assistant judge of the administrative court of No. 1 Intermediate People’s Court of Beijing Municipality, and the legal manager of the judicial and legal compliance department of BSAM. Ms. Ma graduated from the school of criminal justice of China University of Political Science and Law in July 2009 where she received a bachelor’s degree in law, and graduated from the school of law of China University of Political Science and Law in July 2012 where she received a master’s degree in constitution and administrative law. Save as disclosed above, Ms. Ma did not hold any position with the Company or other members of the Group nor did she hold any directorship in any other listed public companies in the past three years.

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BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

APPENDIX

Ms. Ma’s appointment is subject to retirement by rotation or re-election in accordance with the Articles of Association, which specify that each session of the Supervisory Committee is for a period of three years. Ms. Ma will not receive any emolument from the Company in respect of her office as Supervisor, if being appointed.

As at the Latest Practicable Date, Ms. Ma does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Ma is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

SUPERVISOR REPRESENTING THE STAFF AND WORKERS OF THE COMPANY (FOR SHAREHOLDERS’ REFERENCE ONLY)

15. Ms. Zhu Chenlan ( 朱琛蘭女士 )

Ms. Zhu, aged 40, currently serves as manager of the planning management department of the Company. She served as comprehensive data analyst, senior manager of operation and risk management and senior manager of budget and operation performance management of Bank of Communication Co., Ltd., Beijing branch, and deputy manager of the Planning Management Department of the Company. Save as disclosed above, Ms. Zhu did not hold any position with the Company or other members of the Group nor did he hold any directorship in any other listed public companies in the past three years.

Ms. Zhu’s appointment is subject to retirement by rotation or re-election in accordance with the Articles and Association, which specify that each session of the Supervisory Committee is for a period of three years. Ms. Zhu will not receive emolument from the Company in respect of his office as Supervisor, if being appointed.

As at the Latest Practicable Date, Ms. Zhu does not have any interest in the Shares or underlying Shares within the meaning of Part XV of SFO. Other than disclosed above, Ms. Zhu is not connected with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

18 -

NOTICE OF ANNUAL GENERAL MEETING

**CAPINFO COMPANY LIMITED[*]**

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1075)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Capinfo Company Limited (the “ Company ”) will be held at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China on Friday, 18 June 2021 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the Directors’ report and auditor’s report for the year ended 31 December 2020.
To consider and approve the Supervisors’ report of the Company for the year 2020.
To consider and approve the independent non-executive Director’s report of the Company for the year 2020.
To consider and approve the re-appointment of Grant Thornton (Special General Partnership) as auditor and to authorize the Board of the Company to fix their remuneration.
To declare the final dividend of RMB1.98 cents (i.e. HK2.35 cents) per share for the year ended 31 December 2020.
To consider and approve the election of the Directors of the Company, including:
(1) To re-elect Ms. Lin Yankun as executive Director of the eighth session of the Board of the Company;
(2) To re-elect Mr. Yu Donghui as executive Director of the eighth session of the Board of the Company;
(3) To re-elect Mr. Zong Zhaoxing as executive Director of the eighth session of the Board of the Company;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

(4) To re-elect Mr. Zhou Weihua as non-executive Director of the eighth session of the Board of the Company;
(5) To re-elect Mr. Shan Yuhu as non-executive Director of the eighth session of the Board of the Company;
(6) To elect Ms. Liang Yi as non-executive Director of the eighth session of the Board of the Company;
(7) To re-elect Mr. Feng Jianxun as non-executive Director of the eighth session of the Board of the Company;
(8) To elect Ms. Yan Yi as non-executive Director of the eighth session of the Board of the Company;
(9) To re-elect Mr. Gong Zhiqiang as independent non-executive Director of the eighth session of the Board of the Company;
(10) To re-elect Mr. Cheung, Wai Hung Boswell as independent non-executive Director of the eighth session of the Board of the Company;
(11) To elect Mr. Su Zhongxing as independent non-executive Director of the eighth session of the Board of the Company;
(12) To re-elect Mr. Yang Xiaohui as independent non-executive Director of the eighth session of the Board of the Company.
To authorize the Board to enter into service contract or appointment letter with each of the newly elected executive Director, non-executive Directors and independent non-executive Directors respectively pursuant to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.
To consider and approve the election of the Supervisors of the Company representing the Shareholders of the Company, including:
(1) To elect Ms. Yu Nan as Supervisor of the eighth session of the Supervisory Committee of the Company; and
(2) To elect Ms. Ma Xiaoping as Supervisor of the eighth session of the Supervisory Committee of the Company.
To authorize the Board to enter into service contract or appointment letter with each of the newly elected Supervisors representing the Shareholders of the Company and Supervisor representing the staff and workers of the Company respectively pursuant to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.
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NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the amendments to the Remuneration System of Directors and Supervisors.
To consider and approve any motion in relation to the Board and the Supervisory Committee and any motion proposed by any Shareholders of the Company holding 3% or more of the Shares of the Company with voting rights at such meeting, if any.

SPECIAL RESOLUTION

To consider and, if thought fit, to pass the following resolution as a special resolution:

“ THAT

(1) the Board of the Company be hereby granted an unconditional and general mandate during the Relevant Period (as defined below) to determine if the Company shall allot, issue and deal with additional H Shares in the share capital of the H Shares of the Company after taking into account the market conditions and the needs of the Company.
(2) The aggregate nominal value of the H Shares to be issued, allotted and dealt with (whether pursuant to a share option or otherwise) approved by the Board of the Company conditionally and unconditionally shall not exceed 20% of the total nominal value of the H Shares of the Company in issue as at the date of passing of this resolution at the general meeting of the Company.
(3) the Board of the Company be authorized to formulate and implement the specific issuance proposal, including but not limited to the class of the new shares to be issued, the pricing method and/or the issue price (including the price range), the number of the new shares to be issued, the target of the issuance, the use of proceeds, time of the issuance, period of the issuance, the specific subscription method, whether to issue shares to the existing shareholders, the ratio for privileged subscription by the existing shareholders and other matters in relation to the issuance.
(4) the Board of the Company be authorized to engage the services of professional intermediaries for share issuance-related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance; to consider, approve and execute on behalf of the Company agreements in relation to the issuance, including but not limited to the underwriting agreement and engagement letters of intermediaries.
(5) the Board of the Company be authorized to consider, approve and execute on behalf of the Company legal documents in relation to the issuance which shall be submitted to the relevant regulatory authorities, and to fulfill the relevant approval processes according to the requirements of the regulatory authorities and the jurisdictions in which the shares of the Company are listed; and to carry out all necessary relevant reporting, registration and filing procedures with relevant competent authorities in Hong Kong and/or any other region or jurisdiction (if applicable).
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NOTICE OF ANNUAL GENERAL MEETING

(6) the Board of the Company be authorized to amend the relevant agreements and legal documents mentioned in (4) and (5) above in accordance with the domestic and foreign regulatory authorities.
(7) the Board of the Company be authorized to approve the increase in the registered capital after issuance of the new shares, make corresponding amendments to the articles of association of the Company relating to share capital and shareholdings and delegate the power to the management of the Company to carry out relevant procedures.
(8) for the purposes of this resolution:

Except where the Board has entered into or granted offering proposals, agreements and share options in relation to issuance of H Shares during the Relevant Period and such offering proposals, agreements and share options are to be continued or implemented after the Relevant Period, the aforesaid mandate shall expire after the Relevant Period.

“ Relevant Period ” means the period from the passing of this resolution at the general meeting until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders at any general meeting.”

By order of the Board of Directors CAPINFO COMPANY LIMITED* Lin Yankun Chairman

Beijing, the People’s Republic of China, 18 May 2021

For identification purpose only

Notes:

The register of shareholders of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of the Company’s shares will be registered. In order to be entitled to attend and vote at the AGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (applicable for H shares) or the office of the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (applicable for domestic shares) not later than 4:30 p.m. on Friday, 11 June 2021.
Upon approval by shareholders at the AGM, the proposed final dividend will be distributed to shareholders whose names appear on the register of shareholders of the Company on Thursday, 24 June 2021 and the register of shareholders of the Company will be closed on 24 June 2021, during which no transfer of the Company’s shares will be registered. In order to be qualified for the proposed final dividend, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
22 -

NOTICE OF ANNUAL GENERAL MEETING

Hong Kong (applicable for H shares) or the office of the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (applicable for domestic shares) not later than 4:30 p.m. on Wednesday, 23 June 2021.

Any shareholder of the Company entitled to attend and vote at the AGM mentioned above is entitled to appoint one or more proxies to attend and vote at the AGM on his/her/its behalf. A proxy need not be a shareholder of the Company.
A proxy form of the AGM is enclosed. In order to be valid, the proxy form must be under the hand of the appointor or his/her/its attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of the director or attorney duly authorized.
The proxy form should be delivered to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of H shares) or the office of the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (in the case of domestic shares) not less than 24 hours before the time appointed for holding of the AGM (i.e. not later than 17 June 2021 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.
In accordance with the requirement of the Articles of Association of the Company, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
The biographical details of the candidates proposed to be elected as directors and supervisors of the Company are set out in the appendix to the circular in connection with the proposed re-election and election of directors and supervisors dispatched to the shareholders of the Company on 18 May 2021.
As at the date of this notice, the executive directors of the Company are Ms. Lin Yankun, Mr. Yu Donghui and Mr. Zong Zhaoxing; the non-executive directors of the Company are Mr. Zhou Weihua, Mr. Shan Yuhu, Mr. Ma Linxiang, Mr. Feng Jianxun and Mr. Hu Yong; and the independent non-executive directors of the Company are Mr. Gong Zhiqiang, Mr. Cheung, Wai Hung Boswell, Mr. Li He and Mr. Yang Xiaohui.
23 -

AI assistant

Capinfo Company Limited — AGM Information 2021

49668_rns_2021-05-18_84da98b9-c3fc-4784-9917-b649cf6ec67d.pdf

CAPINFO COMPANY LIMITED[*]

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS PROPOSED AMENDMENTS TO REMUNERATION SYSTEM OF DIRECTORS AND SUPERVISORS PROPOSED GENERAL MANDATE TO ISSUE H SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

CAPINFO COMPANY LIMITED[*]

1. INTRODUCTION

2. RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS

LETTER FROM THE BOARD

3. PROPOSED AMENDMENTS TO THE REMUNERATION SYSTEM OF DIRECTORS AND SUPERVISORS

LETTER FROM THE BOARD

4. PROPOSED GENERAL MANDATE TO ISSUE H SHARES

5. ANNUAL GENERAL MEETING

6. VOTING BY WAY OF POLL

7. RECOMMENDATION

EXECUTIVE DIRECTORS

1. Ms. Lin Yankun ( 林艷坤女士 )

2. Mr. Yu Donghui ( 余東輝先生 )

APPENDIX

3. Mr. Zong Zhaoxing ( 宗照興先生 )

APPENDIX

NON-EXECUTIVE DIRECTORS

4. Mr. Zhou Weihua ( 周衛華先生 )

APPENDIX

5. Mr. Shan Yuhu ( 單鈺虎先生 )

6. Ms. Liang Yi ( 梁 女士 )

7. Mr. Feng Jianxun ( 馮建勛先生 )

8. Ms. Yan Yi ( 嚴軼女士 )

INDEPENDENT NON-EXECUTIVE DIRECTORS

9. Mr. Gong Zhiqiang ( 宮志強先生 )

APPENDIX

10. Mr. Cheung, Wai Hung Boswell ( 張偉雄先生 )

11. Mr. Su Zhongxing ( 蘇中興先生 )

APPENDIX

12. Mr. Yang Xiaohui ( 楊曉輝先生 )

SUPERVISORS REPRESENTING THE SHAREHOLDERS

13. Ms. Yu Nan ( 于楠女士 )

14. Ms. Ma Xiaoping ( 馬曉萍女士 )

APPENDIX

SUPERVISOR REPRESENTING THE STAFF AND WORKERS OF THE COMPANY (FOR SHAREHOLDERS’ REFERENCE ONLY)

15. Ms. Zhu Chenlan ( 朱琛蘭女士 )

CAPINFO COMPANY LIMITED[*]

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

“ THAT

NOTICE OF ANNUAL GENERAL MEETING

More from Capinfo Company Limited

Capinfo Company Limited AGM Information 2021

**CAPINFO COMPANY LIMITED[*]**

**CAPINFO COMPANY LIMITED[*]**

6. Ms. Liang Yi ( 梁女士 )

**CAPINFO COMPANY LIMITED[*]**