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Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2009
Feb 26, 2009
49324_rns_2009-02-26_4616fc17-6684-4b27-938b-1be187682d6f.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.
INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code:596)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Inspur International Limited (the “Company” ) will be held at 10:00 a.m. on Monday, 16 March 2009 at Hong Kong International Trade & Exhibition Centre, Meeting Room 5, 7th Floor, 1 Trademart Drive, Kwoloon Bay, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution:
ORDINARY RESOLUTION
“THAT :
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(a) the new framework agreement dated 12 January 2009 (the “Agreement” ) entered into between Inspur International Limited (the “ Company ”) and Inspur Group Limited (浪潮集團有限公司) (“ IPG ”) in relation to the continuing connected transactions between the Company and its subsidiaries of one part and IPG and its subsidiaries of another part (details of the Agreement are set out in the Company’s circular dated 27 February 2009 (the “ Circular ”), copies of the Agreement and the Circular have been tabled at the meeting and marked “A” and “B” initialled by the Chairman of EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the Caps (as defined and more particularly described in the Circular) be and are hereby approved and confirmed; and
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(c) the directors of the Company be and are hereby authorized to do such acts and execute such other documents as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Agreement, the Caps and all transactions contemplated thereunder.”
By Order of the Board Inspur International Limited Sun Pishu Chairman
Hong Kong, 27 February 2009
- For identification purpose only
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Registered Office:
Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head office and Principal place of business in Hong Kong: Room 726 Nan Fung Commercial Centre 19 Lam Lok Street Kowloon Bay Kowloon Hong Kong
Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
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In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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The voting on the resolution at the EGM will be conducted by way of a poll.
As at the date of this notice, the Board comprised Mr. Sun Pishu, Mr. Zhang Lei, Mr. Wang Miao and Mr. Leung Chi Ho as executive Directors, Mr. Xin Wei Hua as non-executive Director, and Mr. Meng Xiang Xu, Mr. Liu Ping Yuan and Mr. Wong Lit Chor, Alexis as independent non-executive Directors.
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