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China ITS (Holdings) Co., Ltd. — Proxy Solicitation & Information Statement 2021
May 11, 2021
50251_rns_2021-05-10_0974af4d-01d3-4e28-a800-956debd7be11.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 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 notice.
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China ITS (Holdings) Co., Ltd. 中国智能交通系统(控股)有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1900)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of China ITS (Holdings) Co., Ltd. (the ‘‘Company’’) will be held on Friday, 28 May 2021 at 1:30 p.m. at Room V1, 6/F, Building 204, No. A10, Jiuxianqiao North Road, Chaoyang District, Beijing, PRC, for the purpose of considering and, if though fit, to pass with or without amendments the following ordinary resolution (the ‘‘Resolution’’):
ORDINARY RESOLUTION
‘‘THAT the Non-competition Agreement (as defined in the circular of the Company dated 11 May 2021 (the ‘‘Circular’’)) be and are hereby approved, confirmed and ratified; and the directors of the Company be and are hereby authorised to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the Non-competition Agreement (as defined in the Circular).’’
By Order of the Board China ITS (Holdings) Co., Ltd. Mr. Liao Jie Chairman
Beijing, 11 May 2021
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Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Principal place of business in Hong Kong: 8/F., Golden Star Building 20–24 Lockhart Road Wan Chai Hong Kong
Notes:
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(1) Any member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. All proxies, together with powers of attorney or other authorities, if any, under which they are signed or notarially certified copies thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof should she/he so wishes.
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(2) Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the other in which the names of the joint holders stand on the register of the relevant joint holding.
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(3) In order to qualify for attending and voting at the EGM, all transfers of Share accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Monday, 24 May 2021.
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(4) Shareholders who have a material interest in the Non-competition Agreement (as defined in the Circular) and their respective associates are required to abstain from voting on the Resolution at the EGM.
As at the date of this notice, the executive Directors are Mr. Liao Jie, and Mr. Jiang Hailin, and the independent non-executive Directors are Mr. Ye Zhou, Mr. Wang Dong and Mr. Zhou Jianmin.
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