Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2013

Oct 29, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Inspur International Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

(1) PROPOSED SHARE CONSOLIDATION;

(2) PROPOSED CHANGE IN BOARD LOT SIZE;

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an Extraordinary General Meeting (“ EGM ”) of Inspur International Limited to be held at Flats B&C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 15 November 2013 at 11:00 a.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

30 October 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Announcement” the announcement of the Company dated 11 October 2013 relating to the proposed Share Consolidation and Change in Board Lot Size

• “Board” the board of Directors

• “CCASS” Central Clearing and Settlement System established and operated by the HKSCC

• “Change in Board Lot Size”

• the proposed change in board lot size for trading from 5,000 Existing Ordinary Shares to 2,000 Consolidated Ordinary Shares

• “Company” Inspur International Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Consolidated Ordinary Share(s)”

• ordinary share(s) which will have a par value of HK$0.01 each in the issued share capital of the Company after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held for approving, amongst other things, the Share Consolidation

• “Existing Ordinary Share(s)” ordinary share(s) currently having a par value of HK$0.002 each in the issued share capital of the Company before the implementation of the Share Consolidation

• “Existing Preferred Shares” 300,000,000 series A senior redeemable convertible cumulative voting preferred shares of par value HK$0.01 each

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

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DEFINITIONS

“Latest Practicable Date” 28 October 2013, being the latest practicable date prior to printing of this circular for ascertaining certain information contained herein “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange “Outstanding Preferred Shares” 72,859,049 Existing Preferred Shares in the share capital of the Company attached with rights of conversion to 297,052,141 Existing Ordinary Shares “Share(s)” the ordinary shares and the preferred shares of the Company “Shareholder(s)” holder(s) of the Share(s) “Share Consolidation” the proposed consolidation of: every five (5) issued and unissued Existing Ordinary Shares of HK$0.002 each in the share capital of the Company be consolidated into one (1) Consolidated Ordinary Share of HK$0.01 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Share Option Scheme” the share option scheme adopted by the Company on 10 November 2008 “Subscription Deed” the deed entered into between the Company and Microsoft dated 26 August 2005 as supplemented by two supplemental deeds dated 7 September 2005 and 13 September 2005 in relation to the subscription for the Existing Preferred Shares “Supplemental Deed” the supplemental deed to the Subscription Deed between the Company and Microsoft dated 24 September 2009 in relation to issue of scrip dividend

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EXPECTED TIMETABLE

Expected Timetable for the Share Consolidation and Change in Board Lot Size

The expected timetable of the proposed Share Consolidation and Change in Board Lot Size is as follows:

==> picture [23 x 7] intentionally omitted <==

Despatch of circular and notice of the EGM . . . . . . . . . . . . . on or before Wednesday, 30 October	Despatch of circular and notice of the EGM . . . . . . . . . . . . . on or before Wednesday, 30 October
Latest time for lodging the form of proxy . . . . . . . . . . . . . . 11:00 a.m., Wednesday, 13 November
Expected date and the time of the EGM . . . . . . . . . . . . . . . . . . . 11:00 a.m., Friday, 15 November
Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . . . . . . . .	Friday, 15 November
Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . .	Monday, 18 November
First day for free exchange of existing share
certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . .	Monday, 18 November
Commencement of dealings in Consolidated
Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m.	Monday, 18 November
Original counter for trading in Shares in board lots
of 5,000 Shares (in the form of existing share
certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m.	Monday, 18 November
Temporary counter for trading in Consolidated
Ordinary Shares in board lots of 1,000
Consolidated Ordinary Shares (in the form of
existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m.	Monday, 18 November
Original counter for trading in Consolidated
Ordinary Shares in new board lots of 2,000
Consolidated Ordinary Shares (in the form of
new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Monday, 2 December
Parallel trading in Consolidated Ordinary Shares (in
the form of new share certificates and existing
share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Monday, 2 December
Designated broker starts to stand in the market to
provide matching services for odd lots of Shares
and the Consolidated Ordinary Shares (if
applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Monday, 2 December

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EXPECTED TIMETABLE

• Temporary counter for trading in Consolidated Ordinary Shares in board lots of 1,000 Consolidated Ordinary Shares (in the form of

• existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 20 December

• Parallel trading in Consolidated Ordinary Shares in the form of new share certificates and existing share certificates closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 20 December

• Designated broker ceases to stand in the market to provide matching services for odd lots of the Shares and the Consolidated Shares (if

• applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 20 December

• Last day for free exchange of existing share

• certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 24 December

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above depends on the results of the EGM and are therefore for indicative purpose only. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.

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LETTER FROM THE BOARD

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

Executive Directors:

Mr. Wang Xingshan ( Chairman ) Mr. Chen Dongfeng Mr. Sun Chengtong

Non-executive Directors:

Mr. Samuel Y. Shen Mr. Dong Hailong

Independent non-executive Directors:

Mr. Zhang Tiqin Mr. Wong Lit Chor, Alexis Ms. Dai Ruimin

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: Flats B & C, 30/F. Tower A, Billion Centre 1 Wang Kwong Road Kowloon Bay Kowloon Hong Kong 30 October 2013

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 11 October 2013. On 11 October 2013, the Company announced that the Board proposed, among other things, to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Ordinary Shares of HK$0.002 each in the share capital of the Company be consolidated into one (1) Consolidated Ordinary Share of HK$0.01. The Board also proposes to change the board lot size for trading from 5,000 Existing Ordinary Shares to 2,000 Consolidated Ordinary Shares upon the Share Consolidation becoming effective.

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LETTER FROM THE BOARD

The purpose of this circular is to give details of, among other things, (i) the proposed Share Consolidation; (ii) the proposed Change in Board Lot Size; and (iii) a notice of the EGM, at which necessary resolution will be proposed to consider and approve the proposed Share Consolidation.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Ordinary Shares of HK$0.002 each in the share capital of the Company be consolidated into one (1) Consolidated Ordinary Share of HK$0.01.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$23,000,000 comprising two classes of shares:

• (a) HK$20,000,000 divided into 10,000,000,000 Existing Ordinary Shares of HK$0.002 each, and

• (b) 300,000,000 series A senior redeemable convertible cumulative voting preferred shares of par value HK$0.01 each.

Of such authorised share capital, 4,227,440,291 Existing Ordinary Shares and 72,859,049 Existing Preferred Shares have been issued and fully paid. Among the 72,859,049 Existing Preferred Shares, 56,048,273 Existing Preferred Shares (convertible to 280,241,365 Existing Ordinary Shares) have been issued under the Subscription Deed, and 16,810,776 Existing Preferred Shares (which are convertible to 16,810,776 Existing Ordinary Shares) have been issued under the Supplemental Deed (details of the preferred shares are set out in the Company’s circular dated 28 October 2005 and 15 October 2009 respectively).

After the Share Consolidation becoming effective and assuming there will be no change in the issued share capital of the Company from the date of the Announcement up to the effective date of the Share Consolidation, the authorised share capital of the Company shall remain at HK$23,000,000, comprising:

• (a) HK$20,000,000 divided into 2,000,000,000 Consolidated Ordinary Shares of HK$0.01 each, and

• (b) 300,000,000 series A senior redeemable convertible cumulative voting preferred shares of par value HK$0.01 each.

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LETTER FROM THE BOARD

of which 845,488,058 Consolidated Ordinary Shares and 72,859,049 Outstanding Preferred Shares (convertible into 59,410,428 Consolidated Ordinary Shares) will be in issue, immediately upon the Share Consolidation becoming effective.

Upon the Share Consolidation becoming effective, the Consolidated Ordinary Shares shall rank pari passu in all respects with each other in the same class in accordance with the Company’s memorandum and articles of association. The Share Consolidation will not result in any change in the relative rights or proportionate interests of the holders of shares of the same class. Other than the expenses to be incurred in relation to the Share Consolidation (including without limitation professional fees and printing fees), the implementation thereof will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the holders of shares of the same class, save for any fractional Consolidated Ordinary Shares which may arise.

Adjustments to Options and Existing Preferred Shares

As at the Latest Practicable Date, there are (i) outstanding options granted under the Share Option Scheme to subscribe for 60,100,000 Existing Ordinary Shares; and (ii) 72,859,049 Outstanding Preferred Shares which are convertible into 297,052,141 Existing Ordinary Shares. The Share Consolidation will cause adjustments to the subscription price and/or the number of share options pursuant to the terms and conditions of the Share Option Scheme, and will cause adjustments to the outstanding Existing Preferred Shares. The Company will appoint its auditors or a financial advisor to review and certify the basis of such adjustments to the conversion prices of the outstanding options and Outstanding Preferred Shares. Further announcement(s) will be made by the Company regarding details of such adjustments (if any) as and when appropriate.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the satisfaction of the following conditions:

• (i) the passing of an ordinary resolution by Shareholders at the EGM to approve the Share Consolidation;

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Ordinary Shares to be in issue, upon the Share Consolidation becoming effective.

Subject to the satisfaction of all the above conditions, it is expected that the Share Consolidation will become effective on the business day following the date of the EGM.

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Ordinary Shares to be in issue upon

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LETTER FROM THE BOARD

the Share Consolidation taking effect. Subject to the granting of the listing of, and permission to deal in, the Consolidated Ordinary Shares in issue upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Ordinary Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

PROPOSED CHANGE IN BOARD LOT SIZE

The Board also proposes to change the board lot size for trading from 5,000 Existing Ordinary Shares to 2,000 Consolidated Ordinary Shares upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.33 per Existing Ordinary Share (equivalent to HK$1.65 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the estimated market value per board lot of 2,000 Consolidated Ordinary Shares will be HK$3,300 assuming the Share Consolidation becoming effective.

OTHER ARRANGEMENT

Odd Lot Arrangements and Fractional Consolidated Ordinary Shares

Fractional Consolidated Ordinary Shares will be disregarded and not be issued to the Shareholders but all such fractional Consolidated Ordinary Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Ordinary Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

In order to facilitate the trading of odd lots of the Consolidated Ordinary Shares, the Company has appointed China Times Securities Limited (中辰證券有限公司) as an agent to provide matching services for the sale and purchase of odd lots of the Consolidated Ordinary Shares on a best effort basis. Shareholders who wish to take advantage of this facility should contact Ms. Lydia Lee of China Times Securities Limited at Room 503, 5/F, The Sun’s Group Centre, 200 Gloucester Road, Hong Kong at telephone number (852) 2527 2331 during office hours. Holders of odd lots of the Consolidated Ordinary Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Ordinary Shares are not guaranteed. Any Shareholder, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its own professional advisers. Shareholders may refer to the section headed “EXPECTED TIMETABLE” on pages 3 to 4 of this circular for the period during which the Company will provide matching service for the sale and purchase of the odd lots of the Consolidated Ordinary Shares.

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LETTER FROM THE BOARD

Free exchange of Share Certificates

Subject to the Share Consolidation become effective, Shareholders may, during the period from 18 November 2013 to 24 December 2013 (both days inclusive) during business hours, submit existing certificates for the Shares in green colour to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for exchange, at the expense of the Company, for new share certificates in blue colour for the Consolidated Ordinary Shares. It is expected that the new certificates for the Consolidated Ordinary Shares will be available for collection within 10 business days after the submission of the existing share certificates to the share registrar of the Company for exchange. Thereafter, certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each new certificate issued for the Consolidated Ordinary Shares.

Existing certificates for the Shares will continue to be good evidence of legal title and may be exchanged for certificates for the Consolidated Ordinary Shares at anytime at the expense of the Shareholders in question.

Fund Raising

As at the Latest Practicable Date, the Group does not have any arrangement, intention, understanding or negotiation about any possible fund raising exercises subsequent to the Share Consolidation.

REASONS FOR PROPOSED CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

According to the closing price of HK$0.385 per share as quoted on the Stock Exchange dated 11 October 2013 (being the date of the Announcement), the market value per board lot of 5,000 Shares was HK$1,925. The Board considers that the existing market value per board lot is low and the trading costs per board lot is high when taking into account the minimum transaction costs for a securities trade on the Stock Exchange. Upon the Share Consolidation becoming effective, the trading costs per board lot of 2,000 Consolidated Ordinary Shares may be lowered.

In addition, the “Guide of Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 6 January 2012 (the “Guideline”) stated that taking into account the minimum transaction costs for a securities trade, the expected board lot value per board lot should be greater than HK$2,000. Accordingly, the Company proposed the Share Consolidation which will increase the nominal value of the Shares and reduce the total number of Shares currently in issue. The Share Consolidation is expected to bring about a corresponding upward adjustment in the trading price of the Consolidated Ordinary Shares on the Stock Exchange.

In view of the above, the Directors consider that the Share Consolidation and Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation and change in board lot size is set out on pages 3 to 4 of this circular.

EGM

Set out on pages 11 to 13 of this circular is a notice convening the EGM which will be held at Flats B & C, 30/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong at 11:00 a.m. on Friday, 15 November 2013 for the purpose of considering and if thought fit approving the Share Consolidation. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution approving the Share Consolidation at the EGM.

A form of proxy for the EGM is enclosed. Whether or not you wish to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the EGM (or any adjourned meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM (or any adjourned meeting) if you so wish.

INFORMATION OF THE GROUP

The Group is an integrated IT services provider with services covering taxation, finance, ERP, telecommunication and software outsourcing services.

RECOMMENDATIONS

The Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolution to be proposed at the EGM.

By Order of the Board Inspur International Limited Wang Xingshan Chairman

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NOTICE OF THE EGM

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 Friday, 15 November 2013 at 11:00 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 subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consolidated Ordinary Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective and the compliance with all relevant procedures and requirements under the Cayman Islands law (where applicable) to effect the Share Consolidation, with effect from the first business day immediately following the date on which this resolution is passed:

• a) every five (5) issued and unissued existing ordinary shares of HK$0.002 each in the share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) consolidated ordinary share of HK$0.01 (“ Consolidated Ordinary Share(s) ”);

• b) all of the Consolidated Ordinary Shares shall rank pari passu in all respects with each other in the same class and have the rights and privileges and be subject to the restrictions contained in the Company’s articles of association;

• c) all fractional Consolidated Ordinary Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Ordinary Shares will be aggregated and, if possible, sold and retained for the benefits of the Company in such manner and on such terms as the directors (“ Director(s) ”) of the Company may think fit; and

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NOTICE OF THE EGM

• d) any one of the Directors be and is hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under the seal of the Company (where applicable), on behalf of the Company, as he/she may, in his/her absolution discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

By order of the Board Inspur International Limited Wang Xingshan Chairman

Hong Kong, 30 October 2013

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 form of proxy for use at the EGM or any adjournment thereof is enclosed.

2. 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 annual general meeting 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.

3. 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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NOTICE OF THE EGM

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 and Mr. Sun Chengtong as executive Directors, Mr. Samuel Y. Shen and Mr. Dong Hailong as non-executive Directors, and Mr. Zhang Tiqin, Mr. Wong Lit Chor, Alexis and Ms. Dai Ruimin as independent non-executive Directors.

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