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Capinfo Company Limited Proxy Solicitation & Information Statement 2015

Nov 27, 2015

49668_rns_2015-11-27_7c1160f8-c5e2-4009-bce0-6e4a4615634f.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 the extraordinary general meeting (the “EGM”) of Capinfo Company Limited (the “Company”) will be held at Conference Room, 15th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the People’s Republic of China on Tuesday, 12 January 2016 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the election of Mr. Xu Zhe as non-executive Director of the sixth session of the Board of the Company;

  2. To consider and approve the election of Mr. Yan Shi as non-executive Director of the sixth session of the Board of the Company;

  3. To consider and approve the election of Mr. Cao Jun as non-executive Director of the sixth session of the Board of the Company;

  4. To authorize the Board to fix the remuneration of the newly elected non-executive Directors; and

  5. To authorize the Board to enter into service contract with each of the newly elected nonexecutive 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.

By order of the Board of Directors CAPINFO COMPANY LIMITED Mr. Lu Lei* Executive Director and Secretary of the Board

Beijing, the People’s Republic of China, 27 November 2015

  • For identification purpose only

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Notes:

  1. The register of shareholders of the Company will be closed from Friday, 11 December 2015 to Monday, 11 January 2016 (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 EGM, 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 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the People’s Republic of China (applicable for domestic shares) not later than 4:30 p.m. on Thursday, 10 December 2015.

  2. Any shareholder of the Company 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.

  3. A proxy form of the EGM 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.

  4. 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 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian 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 EGM or any adjournment thereof.

  5. Shareholders of the Company who intend to attend the EGM should complete the enclosed reply slip for the EGM and return it to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited (for holders of H shares) or the Company’s office (for holders of domestic shares) at the same addresses as above, on or before Wednesday, 23 December 2015. The reply slip may be delivered by hand or by post.

  6. In accordance with the requirement of the Articles of Association of the Company, all votes at the EGM 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.

  7. The biographical details of the candidates proposed to be elected as non-executive directors of the Company are set out in the appendix to the circular in connection with the proposed election of nonexecutive directors dispatched to the shareholders of the Company on 27 November 2015.

  8. As at the date of this announcement, the executive directors of the Company are Dr. Wang Xu and Mr. Lu Lei; the non-executive directors of the Company are Mr. Wu Shengjiao, Mr. Shi Hongyin, Mr. Zhou Weihua, Mr. Shan Yuhu and Ms. An Lili; and the independent non-executive directors of the Company are Ms. Zhou Liye, Mr. Gong Zhiqiang, Dr. Jiao Jie and Mr. Cheung, Wai Hung Boswell.

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