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Huitongda Network Co., Ltd. — Proxy Solicitation & Information Statement 2024
Oct 23, 2024
14887_rns_2024-10-23_41c6df4a-9d4f-4d59-9539-c7825a79cbe1.pdf
Proxy Solicitation & Information Statement
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Huitongda Network Co., Ltd. 匯通達網絡股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 9878)
PROXY FORM FOR THE 2024 SECOND EXTRAORDINARY GENERAL MEETING
Number of Shares in relation to Domestic Share(s) this form of proxy [(Note][1)] H Share(s) I/We [(Note][2)] , of being the registered holder(s) of Domestic Share(s)/H Share(s) [(Note][3)] of Huitongda Network Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the Meeting, or [(Note][4)] of , as my/our proxy to attend and vote for me/us and on my/our behalf at the 2024 second extraordinary general meeting of the Company (the “ EGM ”) to be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC at 2:00 p.m. on Tuesday, November 12, 2024 or any adjournment thereof and in accordance with the following instructions on the resolutions set out in the notice of the EGM. If no direction is given, as my/our proxy thinks fit. Unless otherwise defined, capitalized terms used in this proxy form shall have the same meanings as defined in the circular (the “ Circular ”) of the Company dated October 24, 2024.
| SPECIAL RESOLUTIONS For(Note 5) |
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| 1. | Conditional upon the Listing Committee of the Hong Kong Stock Exchange granting the approval for the listing of, and permission to deal in, the H Shares which may fall to be allotted and issued upon the exercise of Options that may be granted under the 2024 H Share Option Scheme, to consider and approve the proposed adoption of the 2024 H Share Option Scheme with the Scheme Mandate Limit (being 10% of the total number of H Shares in issue (excluding Treasury Shares) as at the date of passing this resolution). |
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| 2. | To consider and approve the Service Provider Sublimit (being 5% of the total number of H Shares in issue (excluding Treasury Shares) as at the date of passing this resolution). |
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| 3. | To consider and approve the proposed authorization to the Remuneration and Appraisal Committee as the Delegatee to handle matters relating to the 2024 H Share Option Scheme. |
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| Date: | 2024 Signature(s)(Note 6): |
Notes:
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Please insert the number of Share(s) registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those Shares. If no number is inserted, this form of proxy will be deemed to relate to all Shares in the Company registered in your name(s).
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Please insert the full name(s) (in Chinese or in English) and registered address(es) as shown in the register of members of the Company in BLOCK LETTERS .
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Please insert the number of Share(s) registered in your name(s) and delete as appropriate.
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If any proxy other than the chairman of the meeting is preferred, delete the words “the Chairman of the Meeting, or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.
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Important: if you wish to vote for any resolution, please tick in the box marked “For” or insert the number of Share(s) that you wish to vote for. If you wish to vote against any resolution, please tick in the box marked “Against” or insert the number of Share(s) that you wish to vote against. If you wish to abstain from voting on any resolution, please tick in the box marked “Abstain” or insert the number of Share(s) that you wish to abstain from voting. Any abstaining vote shall be regarded as voting rights for the purpose of calculating the result of that resolution. If no direction is given, your proxy may vote at his/her own discretion. Any vote which is not filled or filled wrongly or with unrecognisable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstain”.
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This form of proxy must be signed by you, or your proxy duly authorised in writing or, in the case of a shareholder being a corporation, must be either executed under its common seal or under the hand of any of its directors or proxy duly authorised. If the form of proxy is signed by another person under a power of attorney or other authority on behalf of the appointer, such power of attorney or other authority shall be notarised.
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In the case of joint holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto. However, if more than one of such joint holders are present at the EGM, either personally or by proxy, then the vote of the person, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
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This form of proxy and the notarised power of attorney or other authority (if any) must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the Company’s registered office at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not less than 24 hours before the time appointed for holding the EGM (i.e. before 2:00 p.m. on Monday, November 11, 2024).
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The EGM is expected to take half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses. Shareholders or their proxy(ies) shall show proof of identity when attending the EGM.
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The full text of the resolutions proposed to be considered and approved at the EGM is set out in the notice of the EGM and the Circular dated October 24, 2024 and published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn).