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Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2011
Dec 8, 2011
49324_rns_2011-12-08_84c1cee0-a6cf-4701-a04f-8fe7886f272a.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.
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 (the “ EGM ”) of Inspur International Limited (the “ Company ”) will be held at Flats B & C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong, on 28 December 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(a) the Joint Venture Agreement (“ JV Agreement ”) dated 25 November 2011 among 浪潮電子 信息產業股份有限公司 (Inspur Electronic Information Industry Co., Ltd.), 山東浪潮齊魯 軟件產業股份有限公司 (Shandong Inspur Software Co., Ltd.) and 浪潮(山東)電子信息有 限公司 (Inspur (Shandong) Electronic Information Co., Ltd.), a wholly owned subsidiary of the Company, in relation to the establishment of a joint venture company of tentative name of 山東浪潮雲海雲計算產業投資有限公司 (Shandong Inspur Cloud Computing Industry Investment Co., Ltd.) (a copy of the JV Agreement has been tabled at the meeting and marked “Exhibit A” and signed by the Chairman of the meeting for the purpose of identification), and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
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(b) the directors of the Company, acting together, individually or by committee, be and are hereby authorised to take such actions, do such things and execute such further documents or deeds which in their opinion may be necessary, desirable or expedient for the purpose of implementation or giving effect to the JV Agreement and any of the transactions contemplated thereunder.”
By order of the Board Inspur International Limited Mr. Sun Pishu Chairman
Hong Kong, 9 December 2011
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Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Flats B & C, 30/F. P.O. Box 2681 Tower A, Billion Centre Grand Cayman KY1-1111 1 Wang Kwong Road Cayman Islands Kowloon Bay Kowloon Hong Kong
Notes:
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A form of proxy for use at the EGM or any adjournment thereof is enclosed.
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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 17M 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. Wang Xingshan, Mr. Chen Dongfeng and Mr. Dong Hailong as executive Directors, and Mr. Meng Xiang Xu, Mr. Zhang Tiqin and Mr. Wong Lit Chor, Alexis as independent non-executive Directors.
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