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Capinfo Company Limited — Proxy Solicitation & Information Statement 2024
Jun 4, 2024
49668_rns_2024-06-04_b5ab07fe-97bc-4ef7-ae60-5b03a33f40c7.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 supplemental notice, 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 supplemental notice.
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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)
NOTICE OF EXISTING DOMESTIC SHARE CLASS MEETING
NOTICE IS HEREBY GIVEN THAT the Existing Domestic Share Class Meeting 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 Wednesday, 26 June 2024 at 10:30 a.m. (or immediately after the GM) for the purpose of, among others, considering and, if thought fit, passing, with or without modifications, the following resolution (capitalised terms defined in the circular dated 5 June 2024 issued by the Company (the “ Circular* ”) shall have the same meanings when used herein unless otherwise specified):
SPECIAL RESOLUTION
1. SHARE CONSOLIDATION
“ THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) of the listing of, and permission to deal in, the Consolidated H Shares:
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(a) every ten (10) Existing Domestic Shares of nominal value of RMB0.10 each be consolidated into one (1) Consolidated Domestic Share of nominal value of RMB1.00 each, such Consolidated Domestic Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company;
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(b) the total number of Consolidated Domestic Shares in the issued share capital of the Company immediately following the Share Consolidation be and are hereby rounded down to a whole number by cancelling any fraction in the relevant class of shares in the issued share capital of the Company arising from the Share Consolidation (if applicable);
* For identification purpose only
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(c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Share Consolidation and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider(s) necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.”
By Order of the Board CAPINFO COMPANY LIMITED* Yu Donghui Chairman
Beijing, the People’s Republic of China, 5 June 2024
- For identification purpose only
Principal place of business in Hong Kong: Registered office: 25th Floor No.11 Xi San Huan Zhong Road Neich Tower Haidian District 128 Gloucester Road Beijing Wanchai The PRC Hong Kong Principal place of business in the PRC: 5th Floor Longfu Mansion No.95 Longfusi Street Beijing The PRC
Notes:
(1) Voting arrangements
No Existing Domestic Shareholder is required to abstain from voting in respect of the resolutions to approve the Share Consolidation at the Existing Domestic Share Class Meeting.
(2) Registration procedures for the Existing Domestic Share Class Meeting
Holders of Existing Domestic Shares shall note that pursuant to Rule 13.39 of the Listing Rules of the Stock Exchange, the register of members of the Company will be closed from Friday, 21 June 2024 to Wednesday, 26 June 2024 (both days inclusive) during which no transfer of Existing Domestic Shares will be registered. In order to qualify for attending and voting at the Existing Domestic Share Class Meeting, all transfers of Existing Domestic Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China for registration not later than 4:30 p.m. on Thursday, 20 June 2024.
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(3) Proxy
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(a) Any Shareholder entitled to attend and vote at the Existing Domestic Share Class Meeting shall be entitled to appoint a proxy who need not be a Shareholder to attend and vote on his or her behalf. A member who is the holder of two or more Existing Domestic Shares may appoint more than one proxy.
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(b) To be valid, the proxy form for the use of the Shareholder and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, such power or authority or a notarised copy thereof, must be delivered to the Company not less than 24 hours before the time scheduled for holding the Existing Domestic Share Class Meeting or its adjourned meetings (as the case may be). Please refer to the proxy form and the instructions printed thereon for details.
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(c) Holders of Existing Domestic Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, such power or authority or a notarially certified copy thereof to the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China.
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(d) Completion and return of the proxy form will not affect the right of the Shareholders to attend and vote at the Existing Domestic Share Class Meeting or any adjournment thereof (as the case may be) should they so wish and, in such event, the form of proxy will be deemed to have been revoked.
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(e) Shareholders or their proxies shall produce their identification documents (and form of proxy in case of proxies) when attending the Existing Domestic Share Class Meeting.
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(4) Miscellaneous
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(a) The Existing Domestic Share Class Meeting is expected to last for 30 minutes. Shareholders and their proxies attending the Existing Domestic Share Class Meeting shall be responsible for the transportation and accommodation expenses on their own.
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(b) If the Existing Domestic Share Class Meeting is anticipated to be interrupted by bad weather, e.g. typhoon or rainstorm, any time after 8:00 a.m. on the date of the Existing Domestic Share Class Meeting, the Existing Domestic Share Class Meeting may be postponed. In the case of postponement, the Company will post an announcement on the website of the Company at www.capinfo.com.cn and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
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(c) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the executive directors of the Company are Mr. Yu Donghui and Mr. Zhang Yiqian; the non-executive directors of the Company are Mr. Zhou Weihua, Mr. Feng Jianxun, Ms. Yan Yi, Mr. Xin Shuangbai and Ms. Zhao Shujie; and the independent non-executive directors of the Company are Mr. Gong Zhiqiang, Mr. Cheung, Wai Hung Boswell, Mr. Yang Xiaohui, Mr. Dong Jin and Mr. Su Zhongxing.
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