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Inspur Digital Enterprise Technology Limited Proxy Solicitation & Information Statement 2012

Sep 28, 2012

49324_rns_2012-09-28_60e0cb5c-c5a0-4182-a9e0-0e9ab2ac58e4.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 Thursday, 18 October 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as the ordinary resolution of the Company :

ORDINARY RESOLUTION

“THAT:

  • (a) the supplemental agreement (the “Supplemental Agreement” ) dated 11 September 2012 entered into by Inspur International Limited (the “ Company ”) and Inspur Group Limited* (“浪潮集團有限公司”) (“ IPG ”) as supplemental to the framework agreement entered into by the parties on 15 July 2011 (the “ Framework Agreement ”) in relation to the amendment of certain pricing terms in the Framework Agreement and setting of the revised annual caps of the Supply Transactions (as defined and more particularly described in the Company’s circular dated 3 October 2012 (the “ Circular ”)) for the year ending 31 December 2012 and the year ending 31 December 2013 (details of the Supplemental Agreement are set out in the Circular and copies of the Supplemental Agreement and the Circular have been tabled at the meeting and marked “A” and “B” respectively signed by the Chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) the proposed Revised Caps (as defined in the Circular) in respect of the Supply Transactions be and are hereby approved and confirmed; and

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  • (c) the directors of the Company be and are hereby authorised 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 Supplemental Agreement, the proposed Revised Caps and all transactions contemplated thereunder.”

By order of the Board Inspur International Limited Wang Xingshan Chairman

Hong Kong, 3 October 2012

  • For identification purpose only

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:

  1. 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.

  2. 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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  1. 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.

  2. 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. Wang Xingshan, Mr. Chen Dongfeng, Mr. Dong Hailong and Mr. Sun Chengtong as executive Directors, Mr. Samuel Y. Shen as a non-executive Director, and Mr. Zhang Tiqin, Mr. Wong Lit Chor, Alexis and Ms. Dai Ruimin as independent non-executive Directors.

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