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CCID Consulting Company Limited — Proxy Solicitation & Information Statement 2024
Dec 12, 2024
50423_rns_2024-12-12_e1c37619-063e-4911-98e2-6644360d2331.pdf
Proxy Solicitation & Information Statement
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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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in CCID Consulting Company Limited* (the “Company”), you should at once hand this circular and the enclosed reply slip and form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
CCIDConsulting
賽迪顧問股份有限公司
CCID CONSULTING COMPANY LIMITED*
(a joint stock limited company incorporated in the People’s Republic of China)
(Stock code: 02176)
www.ccidconsulting.com
THE PROPOSED CHANGE OF
INDEPENDENT NON-EXECUTIVE DIRECTOR; AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 3 to 7 of this circular. A notice convening the Extraordinary General Meeting (“EGM”) to be held at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, the People’s Republic of China (“PRC”) on Wednesday, 8 January 2025 at 9:30 a.m. is set out on pages 8 to 10 of this circular.
Whether or not you are able to attend the EGM, you are requested to complete and sign the accompanying reply slip in accordance with the instructions printed thereon and return it to the specified place on or before Tuesday, 31 December 2024 at 4:30 p.m. (if you are entitled to attend the EGM).
A form of proxy for use at the EGM is enclosed with this circular. If you intend to appoint a proxy to attend the EGM, please complete the enclosed proxy form(s) according to the instructions printed thereon and return it as soon as practicable to the Company’s principal place of business in the PRC at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, the PRC (in the case of holders of Domestic Shares) or the Company’s H Share registrar, Tricor Tengis Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong (in the case of holders of H Shares), not less than 24 hours before the time for holding the EGM (i.e. before 9:30 a.m. on Tuesday, 7 January 2025) or 24 hours before any adjournment thereof. Completion and return of the relevant form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.
This circular is also available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the “Investor Relations” page of the Company’s website at www.ccidconsulting.com.
- For identification purpose only
13 December 2024
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EXTRAORDINARY GENERAL MEETING ... 8
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Audit Committee"
the audit committee of the Board of the Company
"Board"
the board of Directors of the Company
"Company"
CCID Consulting Company Limited* (賽迪顧問股份有限公司), a joint stock limited company incorporated in the PRC whose H Shares are currently listed on the Main Board of the Stock Exchange (stock code: 2176)
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
ordinary domestic share(s) of nominal value of RMB0.10 each in the registered capital of the Company which are subscribed for and paid-up in Renminbi
"EGM"
the extraordinary general meeting of the Company to be held on Wednesday, 8 January 2025 at 9:30 a.m.
"Group"
the Company and its subsidiaries
"H Share(s)"
the overseas listed foreign invested shares of nominal value of RMB0.10 each in the share capital of the Company which are listed on the Main Board of the Stock Exchange and subscribed for and traded in HK$
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
10 December 2024, being the latest practicable date prior to the printing of this circular to ascertain certain information herein contained
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
"Nomination Committee"
the nomination committee of the Board of the Company
"PRC"
the People's Republic of China
"Remuneration Committee"
the remuneration committee of the Board of the Company
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| DEFINITIONS | |
|---|---|
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Shareholder(s)” | holder(s) of the shares |
| “Shares” | share(s) of the Company, including the Domestic Shares and the H Shares of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
LETTER FROM THE BOARD
CCIDConsulting
資通顧問股份有限公司
CCID CONSULTING COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 02176)
www.ccidconsulting.com
Executive Directors:
Ms. Shen Wen
Mr. Fu Changwen
Independent Non-Executive Directors:
Mr. Chen Yung-cheng
Mr. Hu Bin
Mr. Zhang Tao
Registered Address:
Room 311, No. 2 Building,
No. 28 Zhen Xing Road,
Chang Ping District,
Beijing,
the PRC
Principal Place of Business in the PRC:
10th Floor, CCID Plaza,
No. 66 Zizhuyuan Road, Haidian District,
Beijing,
the PRC
Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre,
No. 248 Queen’s Road East,
Wanchai,
Hong Kong, the PRC
13 December 2024
To the Shareholders
Dear Sir/Madam,
THE PROPOSED CHANGE OF
INDEPENDENT NON-EXECUTIVE DIRECTOR; AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding, among other things, the approval by way of poll of (1) the proposed change of independent non-executive Director; and (2) to provide you with the notice of the EGM.
- For identification purpose only
LETTER FROM THE BOARD
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated 10 December 2024 in relation to, among other things, the proposed change of independent non-executive Director.
Due to his current age, Mr. Chen Yung-cheng (“Mr. Chen”) has tendered his resignation as an independent non-executive Director of the Company to the Board. He has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the shareholders. The resignation of the aforementioned Director is subject to the approval of the shareholders by way of separate ordinary resolution at the extraordinary general meeting.
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated 10 December 2024 in relation to, among other things, the proposed change of independent non-executive Director.
The Board is pleased to further announce that Mr. Fang Hongbin (“Mr. Fang”) has been nominated by the Nomination Committee and the Board of the Company as a candidate for the office of independent non-executive Director of the Company for a term from the date of consideration and approval by the Company at the extraordinary general meeting to the date of expiry of the term of office of the Eighth Session of the Board, which is subject to approval of the shareholders by way of an ordinary resolution to be passed at the extraordinary general meeting.
The biography of Mr. Fang is set out below:
Fang Hongbin, aged 38. Mr. Fang is a national overseas high-level imported talent, the chief scientist of the “Intelligent Robot” national key research and development project, and a “Science and Technology Innovation Action Plan” starter in Shanghai. Since February 2024, Mr. Fang has been the Associate Dean of the Institute of AI and Robotics of Fudan University, and since November 2023, he has been the Party Branch Secretary for teaching staff of the Academy of Engineering and Technology of Fudan University, and since December 2022, he has been a professor and doctoral supervisor of the Institute of AI and Robotics of Fudan University. Since September 2020, Mr. Fang has served as a member of the Technical Committee on Vibration and Noise (TCVS) of the American Society of Mechanical Engineers (ASME), a member of the Robotics Division of the Chinese Society of Mechanical Engineering, a member of the Intelligent Composite Materials Committee of the Chinese Society For Composite Materials, and a deputy director of the Mechanics and Control Committee of the Shanghai Society of Theoretical and Applied Mechanics; and he has served as an editorial board member of the Theoretical and Applied Mechanics Letters and the Journal of Dynamics and Control; invited young editorial board member of Journal of Mechanics and Journal of Solid State Mechanics. From May 2018 to December 2022, Mr. Fang served as a Young Researcher of the Institute of AI and Robotics of Fudan University. From October 2017 to June 2018, Mr. Fang engaged in research work at the postdoctoral research station of The Hong Kong Polytechnic University. From February
LETTER FROM THE BOARD
2015 to September 2017, Mr. Fang was engaged in research work at the postdoctoral research station of the University of Michigan. In December 2014, Mr. Fang obtained a doctor's degree in engineering from Tongji University.
Upon due appointment as an independent non-executive Director of the Company, Mr. Fang will enter into a service contract with the Company. The Company will seek approval from the shareholders at the extraordinary general meeting to authorise the Board to determine the remuneration of Mr. Fang. In determining the remuneration of Mr. Fang, the Board will make reference to the recommendation of the Remuneration Committee, taking into account, his qualifications, experiences, duties and responsibilities as well as prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, Mr. Fang has confirmed that, he (i) does not hold any other position in the Group; (ii) has not held any directorship in any other companies listed on any securities market in Hong Kong or overseas in the last three years and does not have any other major appointments and qualifications; (iii) does not have any relationships with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) does not have any interests in the shares of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as mentioned above, the Board is not aware of any other information in relation to the proposed appointment of Mr. Fang as an independent non-executive Director of the Company that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company.
THE INDEPENDENCE OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board has received from Mr. Fang a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Fang has confirmed:
(i) his independence as regards to each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules;
(ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and
(iii) that there are no other factors that may affect his independence at the time of his appointment.
LETTER FROM THE BOARD
Based on the reasons above and after careful and due consideration, the Nomination Committee and the Board believe that Mr. Fang is independent and is able to carry out his duties as an independent non-executive Director of the Company.
In recommending Mr. Fang to be appointed as an independent non-executive Director, the Board has considered the background and attributes of Mr. Fang. Mr. Fang has long been engaged in teaching and scientific research and has extensive experience in the field of AI and Robotics. Accordingly, the Board believes that the valuable knowledge and experience of Mr. Fang will provide valuable and diverse views to the Board and make contributions to the diversity of the Board.
CLOSURE OF REGISTER OF MEMBERS
In order to determine which of the shareholders are entitled to attend and vote at the EGM, the register of H Shareholders will be closed from Thursday, 2 January 2025 to Wednesday, 8 January 2025, both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM, all transfer documents of H Shares accompanied by the relevant share certificate(s) must be lodged in the Company's H Share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 31 December 2024 for registration.
Shareholders whose names appear on the register of members of the Company on Wednesday, 8 January 2025 will be entitled to attend and vote at the EGM.
EGM
The EGM will be held for the purpose of, by way of poll, approving the resignation of independent non-executive Director and the proposed appointment of independent non-executive Director. No shareholders are required to abstain from voting at the EGM.
The notice of EGM is set out on pages 8 to 10 of this circular. At the EGM, votes will be taken by poll.
A reply slip for the purpose of informing the Company whether you will be attending (in person or by proxy) the EGM is enclosed in this circular. You are reminded to complete and sign the relevant reply slip (if you are entitled to attend the EGM) and return the signed slip to the Company's H Share registrar, Tricor Tengis Limited (in the case of holders of H Shares) or the Company's principal place of business in PRC (in the case of holders of Domestic Shares) on or before 4:30 p.m. on Tuesday, 31 December 2024 in accordance with the instructions printed thereon.
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LETTER FROM THE BOARD
The proxy form for use at the EGM is also enclosed in this circular. If you intend to present by proxy, you are requested to complete and sign the proxy form in accordance with the instructions printed thereon and return them as soon as possible to the Company's principal place of business in PRC at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, PRC (in the case of holders of Domestic Shares), or the Company's H Share registrar, Tricor Tengis limited (in the case of holders of H Shares) at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM (i.e. at 9:30 a.m. on Tuesday, 7 January 2025) or not later than 24 hours before the time appointed for holding any adjourned thereof.
RECOMMENDATION
The Directors believe that the above resignation of independent non-executive Director and the recommendations to the shareholders regarding the appointment of independent non-executive Director are in the interests of the Group and the shareholders as a whole. Accordingly, the Directors recommend the shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.
GENERAL
This circular has been prepared in both English and Chinese. In the case of any discrepancy, the Chinese text shall prevail.
Your faithfully,
By order of the Board
CCID Consulting Company Limited*
Ms. Shen Wen
Chairlady
- For identification purposes only
NOTICE OF EXTRAORDINARY GENERAL MEETING
CCIDConsulting
賽迪顧問股份有限公司
CCID CONSULTING COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 02176)
www.ccidconsulting.com
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the EGM of CCID Consulting Company Limited (the “Company”) will be held at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, the PRC on Wednesday, 8 January 2025 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:
Unless otherwise specified, terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 13 December 2024 (the “Circular”). Please refer to the Circular for details of the proposed resolutions.
ORDINARY RESOLUTIONS
- To consider and approve the resolution of resignation of Mr. Chen Yung-cheng as an independent non-executive Director of the Company; and
- To consider and approve the appointment of Mr. Fang Hongbin (方虹斌) as an independent non-executive Director of the Company with effect from the date of the EGM to the expiry date of the term of the eighth session of the Board, and to authorise the Board to fix his remuneration.
By order of the Board
CCID Consulting Company Limited*
Ms. Shen Wen
Chairlady
Beijing, the PRC, 13 December 2024
As at the date of this notice, the Board comprises two executive Directors namely Ms. Shen Wen and Mr. Fu Changwen, and three independent non-executive Directors namely Mr. Chen Yung-cheng, Mr. Hu Bin and Mr. Zhang Tao.
- For identification purpose only
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
- In order to determine which of the shareholders are entitled to attend and vote at the EGM, the register of H Shareholders will be closed from Thursday, 2 January 2025 to Wednesday, 8 January 2025, both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM, all transfer documents of H Shares accompanied by the relevant share certificate(s) must be lodged in the Company's H Share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 31 December 2024.
Shareholders whose names appear on the register of members of the Company on Wednesday, 8 January 2025 will be entitled to attend and vote at the EGM.
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Shareholders entitled to attend and vote at the EGM convened by the above notice are entitled to appoint in writing one or more proxies to attend and vote at the EGM on their behalf. A proxy needs not be a Shareholder.
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A proxy form for the EGM is enclosed. In order to be valid, the instrument appointing a proxy shall be signed by the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation or a legal person, executed under common seal or under the hand of its director or attorney duly authorised in writing.
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In order to be valid, the instrument appointing a proxy shall be deposited at the Company's principal place of business in the PRC at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, the PRC (for Domestic Shares) or the Company's H Share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shares) not less than 24 hours before the time designated for holding the EGM (i.e. 9:30 a.m. on Tuesday, 7 January 2025) or 24 hours before the time designated for any adjournment thereof.
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A completed and signed reply slip shall be deposited at the Company's H Share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shares) or the Company's principal place of business at 10th Floor, CCID Plaza, No. 66 Zizhuyuan Road, Haidian District, Beijing, the PRC (for Domestic Shares) on or before 4.30 p.m. on Tuesday, 31 December 2024. The reply slip can be returned either by post, by fax, or in person.
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Shareholders who attend the EGM shall bear their own traveling, meal and accommodation expenses.
NOTICE OF EXTRAORDINARY GENERAL MEETING
- The Company’s principal place of business in the PRC:
10th Floor, CCID Plaza
No. 66 Zizhuyuan Road
Haidian District, Beijing, the PRC
Tel No.: (8610) 8855 8527
Fax No.: (8610) 8855 9009
The Company’s H Share registrar, Tricor Tengis Limited:
17/F, Far East Finance Centre,
16 Harcourt Road, Hong Kong, the PRC
Tel No.: (852) 2980 1333
Fax No.: (852) 2810 8185
This notice is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the “Investor Relations” page of the Company’s website at www.ccidconsulting.com.
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