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Capinfo Company Limited — Proxy Solicitation & Information Statement 2013
Jun 13, 2013
49668_rns_2013-06-13_73ee428f-b608-4c4c-9b84-7ed4c087ef94.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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CAPINFO COMPANY LIMITED[*] 首�信息發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1075)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Capinfo Company Limited (the “ Company ”) will be held at Conference Room, 15th Floor, Quantum Silver Plaza, No. 23 Zhichun Road, Haidian District, Beijing, the People’s Republic of China (the “ PRC ”) on Tuesday, 30 July 2013 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
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To consider and approve the conditional agreement dated 23 May 2013 entered into between the Company and 北京國通鑫泰投資管理有限公司 (Beijing Guotong Xintai Investment Management Company Limited*) in relation to the construction of an integrated information system in 北京愛育華婦兒醫院 (Beijing Aiyuhua Hospital for Children and Women*) and the transactions contemplated thereunder.
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To accept the resignation of Ms. Lu Xiaobing as a non-executive director of the Company, with effect from the date of the extraordinary general meeting, and authorize the board of directors of the Company to terminate the service contract entered into by the Company and Ms. Lu Xiaobing on such terms and conditions as it may think fit and to do all such acts and things to give effect to such matters.
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- To elect Mr. Wang Zhuo as a non-executive director of the Company to replace Ms. Lu Xiaobing for a term commencing on the date of the extraordinary general meeting and ending on the date of the annual general meeting of the Company in 2015, and authorize the board of directors of the Company to determine his director’s remuneration and to enter into a service contract with Mr. Wang Zhuo.
By Order of the Board CAPINFO COMPANY LIMITED Xu Zhe*
Chairman
Beijing, the PRC, 14 June 2013
Notes:
- The register of members of the Company will be closed from Sunday, 30 June 2013 to Tuesday, 30 July 2013 (both dates inclusive), during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the EGM, all transfers 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, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the Company’s office at 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the PRC (for holders of domestic shares of the Company) not later than 4:30 p.m. on Friday on 28 June 2013.
- 2 Any shareholder entitled to attend and vote at the EGM mentioned above is entitled to appoint one or more proxies to attend and vote at the EGM on his/her/its behalf. A proxy need not be a shareholder of the Company.
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In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the Company’s office at 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time for holding the EGM or any adjournment thereof.
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Shareholders and their proxies should produce identity proof when attending the EGM. If a corporate shareholder appoints its legal representative to attend the EGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other governing body of such shareholder appointing such legal representative to attend the EGM.
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Shareholders who intend to attend the EGM shall complete and return the reply slip for attending the meeting by hand or by post (for holders of H shares of the Company) to the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or (for holders of domestic shares of the Company) to the Company’s office at 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the PRC on or before Wednesday, 10 July 2013.
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The EGM is not expected to last for more than half a day. Shareholders and their proxies shall be responsible for their own traveling and accommodation expenses.
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As at the date of this notice, the executive director of the Company is Dr. Wang Xu; the non-executive directors of the Company are Mr. Xu Zhe, Ms. Zhang Kaihua, Mr. Lu Lei, Mr. Pan Jiaren, Mr. Shi Hongyin, Ms. Hu Sha and Ms. Lu Xiaobing, and the independent nonexecutive directors of the Company are Mr. Chen Jing, Ms. Zhou Liye, Mr. Zeng Xianggao and Mr. Gong Zhiqiang.
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For identification purposes only
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