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Chanjet Information Technology Company Limited Proxy Solicitation & Information Statement 2016

Nov 11, 2016

50023_rns_2016-11-11_6ee451a4-8e39-4556-83ec-8d934167b4e7.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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暢捷通信息技術股份有限公司

CHANJET INFORMATION TECHNOLOGY COMPANY LIMITED*

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 1588)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Chanjet Information Technology Company Limited (the “ Company ”) will be held at 2:00 p.m. on Friday, 30 December 2016 at Meeting Room E103, Building 8, Central District of Yonyou Industrial Park (Beijing), 68 Beiqing Road, Haidian District, Beijing, the PRC for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the circular of the Company dated 11 November 2016.

ORDINARY RESOLUTION

1. “THAT:

  • (a) the Disposal Agreement entered into by the Company and Yonyou on 21 October 2016, copies of which have been produced to the EGM and marked “A” and initiated by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, approved, authorized and ratified; and the Board and/or any other person(s) from the management of the Company who is/are authorized by the Board from time to time be and are hereby authorized to make the necessary variations, revisions and/or amendments as required by the relevant governmental and regulatory authorities to the legal documents in connection with the transactions contemplated under the Disposal Agreement, except for such variations, revisions and/or amendments where the approval from the Shareholders is required pursuant to the relevant laws, regulations and regulatory rules; and

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  • (b) the Capital Increase Agreement entered into by the Company, Yonyou and Chanjet Payment on 21 October 2016, copies of which have been produced to the EGM and marked “B” and initiated by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, approved, authorized and ratified; the Board and/or any other person(s) from the management of the Company who is/are authorized by the Board from time to time be and are hereby authorized to make the necessary variations, revisions and/or amendments as required by the relevant governmental and regulatory authorities to the legal documents in connection with the transactions contemplated under the Capital Increase Agreement, except for such variations, revisions and/or amendments where the approval from the Shareholders is required pursuant to the relevant laws, regulations and regulatory rules.”

2. “THAT:

the Supplemental Non-Competition Agreement entered into by Yonyou, Mr. Wang Wenjing and the Company on 21 October 2016 to amend the Non-Competition Agreement dated 17 February 2014, copies of which have been produced to the EGM and marked “C” and initiated by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder and the implementation thereof be and is hereby confirmed, approved, authorized and ratified.”

3. “THAT:

the Amended Confirmation issued by Yonyou in favour of the Company on 21 October 2016 to amend the Confirmation dated 11 April 2014, copies of which have been produced to the EGM and marked “D” and initiated by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder and the implementation thereof be and is hereby confirmed, approved, authorized and ratified.”

For and on behalf of the Board Chanjet Information Technology Company Limited Wang Wenjing* Chairman

Beijing, the PRC 11 November 2016

* For identification purposes only

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Notes:

  1. For the purpose of holding the EGM, the register of members of Shares will be closed from Wednesday, 30 November 2016 to Friday, 30 December 2016 (both days inclusive), during which period no transfer of Shares will be registered.

In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H Shares), or to the Board Office of the Company in PRC (for holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, 29 November 2016.

The Shareholders whose names appear on the register of members of the Company on Wednesday, 30 November 2016 are entitled to attend and vote at the EGM.

  1. Votes on the resolutions to be proposed at the EGM shall be taken by way of poll.

  2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder of the Company.

  3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.

  4. In order to be valid, the proxy form must be deposited, for holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited or for holders of Domestic Shares, to the Board Office of the Company in the PRC not less than 24 hours before the time appointed for holding the EGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time to the same place as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.

  5. Shareholders shall produce their identity documents and supporting documents in respect of the shares held when attending the EGM. If corporate Shareholders appoint authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.

  6. Holders of H Shares who intend to attend the EGM should complete the reply slip and return it to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited by hand, by post or by fax on or before Saturday, 10 December 2016.

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  1. Domestic Shareholders who intend to attend the EGM should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before Saturday, 10 December 2016.

  2. The EGM is expected to take for less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

  3. Contact details of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited are as follows:

Address: 17M Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong

Telephone: (+852) 2862 8555

Fax No.: (+852) 2865 0990/(+852) 2529 6087

  1. Contact details of the Board Office of the Company in the PRC are as follows:

Address: Unit D, Building 20, Yonyou Industrial Park (Beijing), 68 Beiqing Road, Haidian District, Beijing, the PRC

Telephone No.: (8610) 6243 4214

Fax No.: (8610) 6243 8765

As at the date of this announcement, the non-executive directors of the Company are Mr. Wang Wenjing and Mr. Wu Zhengping; the executive director of the Company is Mr. Zeng Zhiyong; and the independent non-executive directors of the Company are Mr. Liu Yunjie, Mr. Chen, Kevin Chien-wen and Mr. Lau, Chun Fai Douglas.

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