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Capinfo Company Limited — Proxy Solicitation & Information Statement 2023
May 31, 2023
49668_rns_2023-05-31_847c8985-367e-4265-a533-0650c936964c.pdf
Proxy Solicitation & Information Statement
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CAPINFO COMPANY LIMITED[*]
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1075)
SUPPLEMENTAL PROXY FORM
Annual General Meeting (“Meeting”) – 16 June 2023
(Note 1)
I/We of share(s)beingthe Chairmanthe [(Note] registered [2)] ofoftheRMB0.10holdersMeetingofeachor [(Note] in the [3)] capital of Capinfo Company Limited*of(the “ Company ”), HEREBYdomestic/HAPPOINT or failing him of as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China on Friday, 16 June 2023 at 10:00 a.m. and at any adjournment thereof for the purposes of considering and, if thought fit, to vote on my/our behalf and in my/our name(s) in respect of the resolutions set out in the notice of the Meeting and supplemental notice of the Meeting as set out below:
| ORDINARYRESOLUTIONS (Note 5) | ORDINARYRESOLUTIONS (Note 5) | FOR (Note 4) | AGAINST (Note 4) | ||||
|---|---|---|---|---|---|---|---|
| 1. | To consider and approve the audited consolidatedfinancialstatementsoftheCompanyanditssubsidiaries and auditor’s report for the year ended31 December 2022. | ||||||
| 2. | To consider and approve the Directors’ report of theCompany for the year 2022. | ||||||
| 3. | To consider and approve the supervisors’ report of theCompany for the year 2022. | ||||||
| 4 | Tiddthiddtti | ||||||
| . | o conser an approve e nepenen non-execuvedirectors’ report of the Company for the year 2022. | ||||||
| 5. | To consider and approve the re-appointment of GrantThornton (Special General Partnership) as auditor andto authorize the board of directors of the Company tofix their remuneration. | ||||||
| 6. | To declare the final dividend of RMB1.75 cents (i.e.HK2.00 cents) per share for the year ended 31December 2022. | ||||||
| 7. | (1)To elect Mr. Yang Yongxin as executivedirector of the eighth session of the board ofdirectors of the Company. | ||||||
| (2)To elect Mr. Xin Shuangbai as non-executivedirector of the eighth session of the board ofdirectors of the Company. | |||||||
| 8. | To authorize the board of directors to enter into servicecontract or appointment letter with each of the newlyelected executive director and non-executive directorpursuant to such terms and conditions as the board ofdirectors shall think fit and to do all such acts andthings to give effect to such matters. | ||||||
| 9. | To consider and approve any motion proposed by anyshareholders of the Company holding 3% or more ofthe shares of the Company with voting rights at suchmeeting, if any. | ||||||
| 10. | To elect Ms. Ge Li as supervisor of the eighth sessionof the supervisory committee of the Company. | ||||||
| 11. | To authorize the board of directors to enter into servicecontract or appointment letter with the newly electedsupervisor pursuant to such terms and conditions as theboard of directors shall think fit and to do all such actsand things to give effect to such matters. |
Date this day of
Shareholder’s signature [(Note][6)] :
Notes:
Note: Before you appoint a proxy, please read the notice of the Meeting and the circular published on 17 May 2023 as well as the supplemental circular and the supplemental notice of the Meeting published on 1 June 2023.
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Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS .
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Please insert the number of shares registered in your name(s). If no number is inserted, this supplemental proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting or” herein inserted and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. ANY ALTERATION MADE TO THIS SUPPLEMENTAL PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK “ ✔ ” THE APPROPRIATE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK “ ✔ ” THE APPROPRIATE BOX MARKED “AGAINST”. Each share carries the right of one vote. On a poll taken at the Meeting, a shareholder (including his proxy/proxies) entitled to two or more votes need not cast all his votes in the same way. Failure to complete any or all the boxes will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
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Ordinary resolutions shall be passed by an affirmative vote of more than half of the Company’s total voting shares being held by the shareholders present at the Meeting (including proxies).
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This supplemental proxy form must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised. Only one of the joint holders needs to sign.
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In the case of joint holders, 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 holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the register of shareholders in respect of the joint holding.
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To be valid, this supplemental proxy form, together with any power of attorney (if any) or other authority (if any) which it is signed or a notarially certified copy thereof, must 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 H shares) or the Company’s office at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (for domestic shares) not less than 24 hours before the time scheduled for the Meeting (i.e. not later than 15 June 2023 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.
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Completion and delivery of the supplemental proxy form will not preclude you from attending and voting at the Meeting if you so wish.
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The register of shareholders of the Company will be closed from Tuesday, 13 June 2023 to Friday, 16 June 2023 (both days inclusive), during which no transfer of the Company’s shares will be effected. The holders of shares whose names appear on the register of shareholders of the Company on Tuesday, 13 June 2023 will be entitled to attend and vote at the Meeting.
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Voting for the ordinary resolutions set out in the notice of the Meeting and the supplemental notice of the Meeting will be taken by poll.
PERSONAL INFORMATION COLLECTION STATEMENT
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(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).
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(ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this supplemental proxy form.
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(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
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(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Share Registrar.
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For identification purpose only