Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2015

May 13, 2015

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)

MAJOR DISPOSAL AND CONNECTED TRANSACTION DISPOSAL OF 100% OF THE EQUITY INTEREST IN INSPUR COMMUNICATION INFORMATION SYSTEM LIMITED

Independent financial adviser to the independent board committee and the independent shareholders of the Company

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FIRST SHANGHAI CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 12 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders is set out on page 13 of this circular. A letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 25 of this circular.

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 Tuesday, 2 June 2015 at 10:00 a.m. is set out on pages 36 to 38 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

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 office of 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 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.

14 May 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letters from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from First Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I — Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Appendix II — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

— i —

DEFINITIONS

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

“associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Company” Inspur International Limited, an exempted company incorporated in the Cayman Islands with limited liability, the ordinary shares of which are listed on the main board of the Stock Exchange “Completion” the completion of the Share Transfer Agreements “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Consideration” the sum payable by the Purchasers to the Vendors under the Share Transfer Agreements for the Disposal “Director(s)” the director(s) of the Company “Disposal” the disposal of (1) the 51% share equity interest of the Target Company by the Vendor A to the Purchaser A pursuant to the terms and subject to the conditions set out in the Share Transfer Agreement A; and (2) the 49% share equity interest of the Target Company by the Vendor B to the Purchaser B pursuant to the terms and subject to the conditions set out in the Share Transfer Agreement B

“EGM” the extraordinary general meeting of the Company to be convened and held for the approving, amongst other things, the Share Transfer Agreements and the transactions contemplated thereunder “First Shanghai” First Shanghai Capital Limited, a licensed corporation to carry on type 6 regulated activity (advising on corporate finance) under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the Share Transfer Agreement A and the transaction contemplated thereunder “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong

— 1 —

DEFINITIONS

• “Hong Kong”

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

• “Independent Board Committee” an independent board committee, comprising Ms. Zhang Ruijun, Mr. Wong Lit Chor, Alexis and Mr. Geng Yushui, all being the independent non-executive directors, to advise the Independent Shareholders as to the fairness and reasonableness of the Share Transfer Agreement A and the transaction contemplated thereunder

“Independent Shareholders” Shareholders other than IPG (including its ultimate beneficial owners and their respective associates)

• “IPG” Inspur Group Limited* (浪潮集團有限公司), which is a company incorporated in the PRC and through its wholly owned subsidiaries being the controlling shareholder of the Company, interested in approximately 31.99% of the existing issued ordinary shares of the Company

• “Latest Practicable Date” 11 May 2015, 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

• “PRC” the People’s Republic of China

• “Purchaser A” Inspur Software Group Company Limited* (浪潮軟件集團有 限公司), a company incorporated in the PRC which is wholly owned by IPG

• “Purchaser B” Ambition Lead Limited (致優有限公司), a company incorporated in Hong Kong

• “Purchasers” the Purchaser A and the Purchaser B

• “Share Transfer Agreement A” the share transfer agreement dated 10 April 2015 entered into between the Vendor A and the Purchaser A in relation to the disposal of 51% shares equity interest in the Target Company

“Share Transfer Agreement B” the share transfer agreement dated 10 April 2015 entered into between the Vendor B and the Purchaser B in relation to the disposal of 49% shares equity interest in the Target Company

“Share Transfer Agreements”

the Share Transfer Agreement A and the Share Transfer Agreement B

— 2 —

DEFINITIONS

• “SFO” Securities and Futures Ordinance (chapter 571 of the laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Inspur Communication Information System Limited* (浪潮通 信信息系統有限公司), a limited company incorporated in the PRC

• “Target Group” the Target Company and its subsidiaries “Vendor A” Inspur (Shandong) Electronics Information Limited* (浪潮(山 東)電子信息有限公司), a company incorporated in the PRC and is a wholly owned subsidiary of the Company

• “Vendor B” Shine Victory International Limited (耀凱國際有限公司), a company incorporated in Hong Kong and is a wholly owned subsidiary of the Company

• “Vendors” the Vendor A and the Vendor B “RMB” Renminbi, the lawful currency of the PRC “%” per cent

For the purpose of this circular, unless otherwise stated, the conversion of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.25. The exchange rate has been used, where applicable, for the purposes of illustration only and do not constitute a representation that any amounts were or may have been exchanged at this or any other rate or at all.

• All the English translation of certain Chinese names or words in this circular is included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

— 3 —

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. Dong Hailong Mr. Samuel Y. Shen

Independent non-executive Directors:

Mr. Wong Lit Chor, Alexis Ms. Zhang Ruijun Mr. Geng Yushui

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 14 May 2015

To the Shareholders

Dear Sir or Madam,

MAJOR DISPOSAL AND CONNECTED TRANSACTION DISPOSAL OF 100% OF THE EQUITY INTEREST IN INSPUR COMMUNICATION INFORMATION SYSTEM LIMITED

INTRODUCTION

Reference is made to the Company’s announcement dated 10 April 2015.

On 10 April 2015, the Vendor A, a wholly owned subsidiary of the Company, and the Purchaser A entered into the Share Transfer Agreement A, pursuant to which the Vendor A agrees to sell and the Purchaser A agrees to acquire the 51% equity interest of the Target Company for a total consideration of RMB22,348,200 (equivalent to approximately HK$27,935,250);

On 10 April 2015, the Vendor B, a wholly owned subsidiary of the Company, and the Purchaser B entered into the Share Transfer Agreement B, pursuant to which the Vendor B agrees to sell and the Purchaser B agrees to acquire the remaining 49% equity interest of the Target Company for a total consideration of RMB21,471,800 (equivalent to approximately HK$26,839,750).

— 4 —

LETTER FROM THE BOARD

As the Purchaser A is an associate of IPG, a controlling shareholder of the Company, the disposal under the Share Transfer Agreement A constitutes a connected transaction of the Company under the Listing Rules. In addition, since certain applicable percentage ratios for the Disposal are more than 25% but all of the same are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules. IPG, its ultimate beneficial owners and their respective associates will abstain from voting in the EGM to be convened for the approval of the Share Transfer Agreement A and the transaction contemplated thereunder.

The purpose of this circular is to provide you with further information regarding, among other things, (i) further details of the Disposal; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from First Shanghai to the Independent Board Committee and the Independent Shareholders; (iv) the notice of the EGM, and (v) other information as required by the Listing Rules.

THE SHARE TRANSFER AGREEMENTS

Share Transfer Agreement A

Parties

Purchaser A: Inspur Software Group Company Limited (浪潮軟件集團有限公司) Vendor A: Inspur (Shandong) Electronics Information Limited (浪潮(山東)電子信息有限公司)

The Purchaser A is considered to be an associate of IPG, a controlling shareholder of the Company (please refer to paragraph headed “Information of the Group, the Vendors, the Purchasers and the Target Group” below for further information).

Asset to be disposed of under Share Transfer Agreement A

The asset to be disposed of under the Share Transfer Agreement A is 51% equity interest in the Target Company.

Effective date of the Share Transfer Agreement A

The Share Transfer Agreement A will come into effect (“ effective date of the Share Transfer Agreement A ”) upon (1) signing of the Share Transfer Agreement A; and (2) the approval by the Purchaser A’s board of directors and the approval by the Independent Shareholders of the Company at the EGM.

Consideration under the Share Transfer Agreement A

The consideration payable by the Purchaser A to the Vendor A under the Share Transfer Agreement A for the disposal amounts to RMB22,348,200 (equivalent to approximately HK$27,935,250), which will be paid by the Purchaser A to the Vendor A by a lump sum payment within 15 working days after the effective date of the Share Transfer Agreement A.

— 5 —

LETTER FROM THE BOARD

The consideration was arrived at arm’s length negotiation between the parties to the Share Transfer Agreement A with reference to, among other things, (1) the price earnings ratio (“ P/E Ratio ”) of approximately 15 where the audited profit after tax of the Target Company for the year ended 31 December 2014 amounts to approximately RMB2,920,000; (2) the audited net liability of the Target Company for the year ended 31 December 2014 amounts to approximately RMB17,700,000; and the share equity to be transferred under the Share Transfer Agreement A represents 51% of the total share equity interest in the Target Company.

For determination of the Consideration with reference to P/E Ratio, the Directors considered that the P/E Ratio are applicable to the Target Company as they reflect net profit for the latest financial year of the Target Company. In this regard, the Directors further referred to the follows:-

• (1) The P/E ratio of approximately 14 of Computer And Technologies Holdings Limited (a company listed on the Stock Exchange with the stock code of 0046.HK), the P/E ratio of approximately 19 of TravelSky Technology Limited (a company listed on the Stock Exchange with the stock code of 0696.HK), and the P/E ratio of approximately 23 of Hi Sun Technology (China) Limited (a company listed on the Stock Exchange with the stock code of 0818.HK).

For selection of that abovementioned comparable companies, the Directors considered that those companies with similar business nature in IT industry may generally have similar revenue and cost structure and hence their respective P/E ratios are worthy of reference for the Company.

• (2) As the Target Company is a private company and its liquidity of shares is poorer than those of listed companies, the P/E Ratio of the Target Company may be at a lower level when compared with those of the listed companies.

Therefore, the Directors consider that the P/E Ratio of approximately 15 is acceptable.

Conditions Precedent of the Share Transfer Agreement A

The completion of the transaction under the Share Transfer Agreement A is conditional upon:-

• (i) the approval by the Vendor A’s board of directors for the Share Transfer Agreement A and the transaction contemplated thereunder having been obtained;

• (ii) the approval by the Purchaser A’s board of directors for the Share Transfer Agreement A and the transaction contemplated thereunder having been obtained;

• (iii) the Share Transfer Agreement A and the transaction contemplated thereunder being approved by the Independent Shareholders of the Company at the EGM;

• (iv) all approvals or consents in respect of the Share Transfer Agreement A and the transaction contemplated thereunder having been obtained and continuing to take effect.

— 6 —

LETTER FROM THE BOARD

In event that the transaction cannot be completed on or before 31 July 2015 or such a later date as the parties of the Share Transfer Agreement A may agree in writing, all the rights and obligations of the parties under the Share Transfer Agreement A shall forthwith be of no effect and Vendor A shall refund the consideration received from the Purchaser A under the Share Transfer Agreement A (without interest) to the Vendor A within 10 working days. The parties shall not make any claim against the other party save for any antecedent breach of terms of the Share Transfer Agreement A and fault committed by any party resulting in non-fulfillment of the conditions precedent.

The completion for Share Transfer Agreement A shall take place within 15 business days after effective date of the Share Transfer Agreement A (or any other date as the parties may agree in writing).

Share Transfer Agreement B

Parties

Purchaser B: Ambition Lead Limited (致優有限公司) Vendor B: Shine Victory International Limited (耀凱國際有限公司)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save that Mr. Chen Dongfeng, an executive Director of the Company, is interested in 18% issued share capital of the Purchaser B, the Purchaser B and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined under the Listing Rules).

Asset to be disposed of under Share Transfer Agreement B

The asset to be disposed of under the Share Transfer Agreement B is 49% equity interest in the Target Company.

Effective date of the Share Transfer Agreement B

The Share Transfer Agreement B will come into effect (“ effective date of the Share Transfer Agreement B ”) upon (1) signing of the Share Transfer Agreement B; and (2) the approval by the Purchaser B’s board of directors and the approval by the Shareholders of the Company at the EGM.

Consideration under the Share Transfer Agreement B

The consideration payable by the Purchaser B to the Vendor B under the Share Transfer Agreement B for the disposal amounts to RMB21,471,800 (equivalent to approximately HK$26,839,750), which will be paid by the Purchaser B to the Vendor B by a lump sum payment within 15 working days after effective date of the Share Transfer Agreement B.

— 7 —

LETTER FROM THE BOARD

The consideration was arrived at arm’s length negotiation between the parties to the Share Transfer Agreement B with reference to, among other things, (1) the P/E Ratio of approximately 15 (please refer to the paragraph headed “Consideration under the Share Transfer Agreement A” regarding, inter alia, the basis of the P/E Ratio for details) where the audited profit after tax of the Target Company for the year ended 31 December 2014 amounts to approximately RMB2,920,000. The Directors consider that the P/E Ratio of approximately 15 is acceptable; (2) the audited net liability of the Target Company for the year ended 31 December 2014 amounts to approximately RMB17,700,000; and (3) the share equity to be transferred under the Share Transfer Agreement B represents 49% of the total share equity interest in the Target Company.

Conditions Precedent of the Share Transfer Agreement B

The completion of the transaction under the Share Transfer Agreement B is conditional upon:-

• (i) the approval by the Vendor B’s board of directors for the Share Transfer Agreement B and the transaction contemplated thereunder having been obtained;

• (ii) the approval by the Purchaser B’s board of directors for the Share Transfer Agreement B and the transaction contemplated thereunder having been obtained;

• (iii) the Share Transfer Agreement B and the transaction contemplated thereunder being approved by the Shareholders at the EGM;

• (iv) all approvals or consents in respect of the Share Transfer Agreement B and the transaction contemplated thereunder having been obtained and continuing to take effect.

In event that the transaction cannot be completed on or before 31 July 2015 or such a later date as the parties of the Share Transfer Agreement B may agree in writing, all the rights and obligations of the parties under the Share Transfer Agreement B shall forthwith be of no effect and the Vendor B shall refund the consideration received from the Purchaser B under the Share Transfer Agreement B (without interest) to the Vendor B within 10 working days. The parties shall not make any claim against the other party save for any antecedent breach of terms of the Share Transfer Agreement B and fault committed by any party resulting in non-fulfillment of the conditions precedent.

The completion for Share Transfer Agreement B shall take place within 15 business days after effective date of the Share Transfer Agreement B (or any other date as the parties may agree in writing).

INFORMATION OF THE GROUP, THE VENDORS, THE PURCHASERS AND THE TARGET GROUP

The Vendor A is a limited company incorporated in the PRC and is a wholly-owned subsidiary of the Company. It is principally engaged in developing and manufacturing computer software and hardware products and providing related technology consultation and technical service.

— 8 —

LETTER FROM THE BOARD

The Vendor B is a limited company incorporated in Hong Kong and is a wholly-owned subsidiary of the Company. The Vendor B is an investment holding company.

The Purchaser A is a company incorporated in the PRC and is principally engaged in value-added telecommunication business (within the authorised scope), the development, manufacturing, and sales of computer software and hardware, wireless data terminal, smart TV, digital set-top boxes, ground receiving facilities of satellite television broadcasting, fiscal cash register, communication facilities, etc.

The Purchaser B is a company incorporated in Hong Kong and is principally engaged in investment holding.

The Target Company is a limited liability company established in PRC. The Vendor A and the Vendor B hold 51% share equity interest and 49% share equity interest in the Target Company respectively. The Target Group is principally engaged in development of telecommunication system network software and the business of system integration service.

The following table shows the turnover, net profit before tax and net profit after tax and net asset value of the Target Company based on its audited financial statements for the year ended 31 December 2014 and its audited financial statements for the year ended 31 December 2013 respectively.

	**For **	the year ended	**For **	the year ended
	31 December 2014		31 December 2013
		(audited)		(audited)
		HK$’000		HK$’000
Turnover		393,496		230,206
Net profit before tax		7,780		(30,194)
Net profit after tax		2,920		(32,060)

The audited net liability of the Target Company as at 31 December 2014 amounted to approximately RMB$17,700,000.

IPG is an investment holding company established in the PRC. IPG (including its subsidiaries) devotes itself to be the leading suppliers of cloud computer solutions in PRC. IPG (including its subsidiaries) provides IT services and products to the customers in more than 50 countries/regions, meeting the information-based demands of governments and corporations all-around. IPG, through its wholly owned subsidiaries, is interested in approximately 31.99% of the issued ordinary share capital of the Company as at the Latest Practicable Date and is therefore a controlling shareholder of the Company. Since the Purchaser A is wholly owned by IPG, the Purchaser A is considered to be an associate of IPG.

FINANCIAL EFFECT OF THE DISPOSAL

It is estimated that the Group will realize a gain of approximately RMB61,520,000 from the Disposal (before the costs of this transaction, such as professional fees, tax and other related costs).

— 9 —

LETTER FROM THE BOARD

The estimated gain is based on the sale proceeds from the Disposal in the total amount of RMB43,820,000 less the carrying amount of the net liability of the Target Company of RMB17,700,000 as at 31 December 2014. The Company intends to apply such net sale proceeds for general working capital and reserve funds for potential merger and acquisition and venture into new software product areas.

Upon Completion, the Target Company will cease to be a subsidiary of the Group.

REASONS FOR AND BENEFITS OF THE DISPOSAL

As the scale and the qualities of the Purchaser A meets the tender requirements of most tenders, it engages approximately 20% of the Target Company’s business by way of tendering through IPG. On the one hand, the Company is of a view that the Disposal can effectively reduce the number of connected transactions in the future and increase the independency of the Company as a whole. On the other hand, by Disposal, the Company further intends to focus its business management software such as ERP as well as to put further efforts towards transforming into a cloud computer solutions provider.

In view of the above, the Directors (including the independent non-executive Directors regarding Share Transfer Agreement A) are of the view that the Share Transfer Agreements (including the consideration and payment term of the consideration) and the transaction contemplated thereunder are in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) also consider that the terms of the Share Transfer Agreements are fair and reasonable and on normal commercial terms.

As at the Latest Practicable Date, Mr. Chen Dongfeng, an executive Director of the Company, is interested in 18% issued share capital of the Purchaser B. Therefore, Mr. Chen has abstained from voting on the board resolution approving the Share Transfer Agreement B. Save as disclosed above, none of the Directors have a material interest in the transaction contemplated under the Share Transfer Agreements or need to abstain from voting on the board resolution approving the Share Transfer Agreements and the transactions contemplated thereunder.

USE OF PROCEEDS

The Group intends that the net proceeds of the Disposal will be used as working capital of the Group and as reserve funds for potential merger and acquisition and venture into new software product areas. Currently the Group is planning to identify and explore suitable projects and/or acquisitions regarding cloud service with good profit potential for acquisition so as to bring return to the Shareholders. However, as at the Latest Practicable Date, the Group has not commenced any negotiation or entered into any agreement, arrangement or understanding with any parties in relation to such projects and/or acquisition. Further announcement(s) in respect of such projects and/or acquisition will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate.

IMPLICATION UNDER THE LISTING RULES

As the Purchaser A is an associate of IPG (a controlling shareholder of the Company), the disposal under the Share Transfer Agreement A constitutes a connected transaction of the Company

— 10 —

LETTER FROM THE BOARD

under Chapter 14A of the Listing Rules. In addition, since certain applicable percentage ratios for the Disposal are more than 25% but all of the same are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules. IPG, its ultimate beneficial owners and their respective associates will abstain from voting in the EGM to be convened for the approval of the Share Transfer Agreement A.

EGM

Set out on pages 36 to 38 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 10:00 a.m. on Tuesday, 2 June 2015 for the purpose of considering and if thought fit approving the Share Transfer Agreements and the transactions contemplated thereunder.

The Share Transfer Agreements and the transactions contemplated thereunder is subject to, among other things, the approval by the Independent Shareholders at the EGM to be taken by way of a poll. As mentioned above, IPG and its associates shall, at the EGM, abstain from voting for the relevant resolution approving the Share Transfer Agreement A and the transaction contemplated thereunder due to their interest in the concerned transaction. Other than the above, no other Shareholders have material interest in the above transaction and will abstain from voting at the EGM. As at the Latest Practicable Date, IPG (including its associates) is entitled to voting rights of 288,478,000 Shares (representing approximately 31.99% of the total voting rights of the holders of the Shares). IPG (including its associates) controls or is entitled to control over the entire voting right in respect of its Shares. There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon IPG (including its associates); and (ii) no obligation or entitlement of IPG (including its associates) as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

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 not less than 48 hours before the time appointed for 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.

RECOMMENDATIONS

The Independent Board Committee has been established to advise the Independent Shareholders whether the transaction under the Share Transfer Agreement A was entered into in the ordinary and usual course of business and the terms of the Share Transfer Agreement A were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole, so far as the Independent Shareholders are concerned and First Shanghai has been appointed to advise the Independent Board Committee and the Independent Shareholders in that connection.

— 11 —

LETTER FROM THE BOARD

The text of the letters from First Shanghai containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 25 of this circular and the text of the letters from the Independent Board Committee to the Independent Shareholders is set out on page 13 of this circular.

The Independent Board Committee, having taken into account the advice of First Shanghai, is of the opinion that the transaction under the Share Transfer Agreement A was entered into in the ordinary and usual course of business and the terms of the Share Transfer Agreement A were agreed on normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at EGM.

The Board considers that the transactions under the Share Transfer Agreements were entered into in the ordinary and usual course of business and the terms of the Share Transfer Agreements were agreed on normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Board recommends the Independent Shareholders to vote in favour of the resolutions to be proposed at EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

By Order of the Board Inspur International Limited Wang Xingshan Chairman

— 12 —

LETTER FROM THE INDEPENDENT BOARD COMMITEE

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

14 May 2015

To the Independent Shareholders

Dear Sir or Madam,

MAJOR DISPOSAL AND CONNECTED TRANSACTION DISPOSAL OF 100% OF THE EQUITY INTEREST IN INSPUR COMMUNICATION INFORMATION SYSTEM LIMITED

We refer to the circular dated 14 May 2015 issued by the Company (the “ Circular ”), of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the Share Transfer Agreement A and the transaction contemplated thereunder and to advise the Independent Shareholders as to the fairness and reasonableness of the aforesaid matters, and to recommend how the Independent Shareholders should vote at the EGM. First Shanghai has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 12 of the Circular, and the letter from First Shanghai to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the Share Transfer Agreement A, as set out on pages 14 to 25 of the Circular.

Having taken into account of the advice of First Shanghai, we consider that the Share Transfer Agreement A was entered into upon normal commercial terms following arm’s length negotiations between the parties thereto, and that the terms of the Share Transfer Agreement A were agreed on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Share Transfer Agreement A is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Share Transfer Agreement A and the transaction contemplated thereunder.

Yours faithfully,

the Independent Board Committee

Wong Lit Chor, Alexis Zhang Ruijun Geng Yushui Independent Independent Independent non-executive Director non-executive Director non-executive Director

— 13 —

LETTER FROM FIRST SHANGHAI

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from First Shanghai for the purpose of incorporation into this circular.

==> picture [117 x 51] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

14 May 2015

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

MAJOR DISPOSAL AND CONNECTED TRANSACTION DISPOSAL OF 100% OF THE EQUITY INTEREST IN INSPUR COMMUNICATION INFORMATION SYSTEM LIMITED

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the Share Transfer Agreement A and the transaction contemplated thereunder, details of which are set out in the circular of the Company to the Shareholders dated 14 May 2015 (the “ Circular ”), of which this letter forms part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

On 10 April 2015, Vendor A, which is a wholly owned subsidiary of the Company, entered into the Share Transfer Agreement A with Purchaser A, pursuant to which Vendor A agreed to sell and Purchaser A agreed to acquire the 51% equity interest of the Target Company at the consideration of approximately RMB22 million.

Purchaser A is an associate of IPG, which is a controlling shareholder of the Company. Pursuant to the Listing Rules, Purchaser A is a connected person of the Company and, therefore, the transaction contemplated under the Share Transfer Agreement A constitutes a connected transaction for the Company. Accordingly, the Share Transfer Agreement A and the transaction contemplated thereunder are subject to, among other requirements, the approval by the Independent Shareholders at the EGM.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Wong Lit Chor, Alexis, Ms. Zhang Ruijun and Mr. Geng Yushui, has been formed to advise the Independent Shareholders in respect of the Share Transfer Agreement A and the transaction contemplated thereunder. We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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LETTER FROM FIRST SHANGHAI

The Independent Shareholders should note that, within the past two years from the Latest Practicable Date, apart from our existing engagement as independent financial adviser in relation to the Share Transfer Agreement A and a proposed continuing connected transaction of the Company, we acted as the independent financial adviser for the connected transactions of the Company for various occasions, the details of which are set out in the circulars of the Company dated 21 May 2013, 5 October 2013, 9 January 2014 and 16 October 2014. Given (i) our independent role in these previous engagements; and (ii) our fees for these previous engagements represented an insignificant percentage of the revenue of our parent group, we consider these previous engagements would not affect our independence to form our opinion in respect of the Share Transfer Agreement A and the transaction contemplated thereunder.

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the management of the Group. We have assumed that all such information and representations made or referred to in the Circular and provided to us by the management of the Group were true at the time they were made and continue to be true up to the time of the holding of the EGM. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the management of the Group nor have we conducted any form of investigation into the business, affairs or future prospects of the Group (including the Target Group) and the Purchasers.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion on the Share Transfer Agreement A and the transaction contemplated thereunder, we have taken into account the following principal factors and reasons:-

1. Background and benefits of the Share Transfer Agreement A

2. a) Background information on the Group

The Group is an integrated information technology (“ IT ”) services provider with services covering finance, enterprise resource planning, telecommunication and software outsourcing services.

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LETTER FROM FIRST SHANGHAI

The following table sets out a summary of the recent financial performance of the continuing operations of the Group based on the annual report of the Company for the year ended 31 December 2014 (the “ 2014 Annual Report ”).

	Continuing operations	Continuing operations
	for the year ended 31 December
	2013	2014
	HK$ million	HK$ million
	(audited)	(audited)
Revenue	1,301	1,703
Cost of sales	(857)	(1,149)
Gross profit	444	554
Administrative and other operating expenses	(357)	(346)
Selling and distribution expenses	(304)	(373)
Other items	66	103
Loss before tax	(151)	(62)
Income tax expense	(1)	(8)
Loss for the year	(152)	(70)
Loss for the year attributable to shareholders	(150)	(69)

Revenue of the Group from continuing operations increased from approximately HK$1,301 million for the year ended 31 December 2013 to approximately HK$1,703 million for the year ended 31 December 2014, representing an annual growth of approximately 31%. Software development and solution contributed approximately 85% of the revenue of the Group from continuing operations for each of the years ended 31 December 2013 and 2014. Gross profit margin from continuing operations of the Group maintained at approximately 34% and approximately 33% for each of the years ended 31 December 2013 and 2014, respectively. Loss for the year attributable to shareholders from continuing operations of the Group narrowed from approximately HK$150 million for the year ended 31 December 2013 to approximately HK$69 million for the year ended 31 December 2014 due to, among other factors, (i) the increase in revenue, particularly for the sales of IT peripherals and software; (ii) the decrease in administrative and other operating expenses as a percentage of revenue; and (iii) the increase in other income, particularly from interest income and value added tax refund.

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LETTER FROM FIRST SHANGHAI

The following table sets out a summary of the recent financial position of the Group based on the 2014 Annual Report.

	As at 31 December 2014
	HK$ million
	(audited)
Non-current assets	934
Current assets	1,992
Total assets	2,926
Current liabilities	1,043
Non-current liabilities	48
Total liabilities	1,091
Equity attributable to shareholders	1,832
Non-controlling interests	3
Total equity	1,835

As at 31 December 2014, the Group had (i) non-current assets of approximately HK$934 million, which mainly comprised property, plant and equipment of approximately HK$522 million; (ii) current assets of approximately HK$1,992 million, which mainly comprised bank balances and cash of approximately HK$1,016 million and trade and bills receivables of approximately HK$375 million; (iii) current liabilities of approximately HK$1,043 million, which mainly comprised trade and bills payables and other payables, deposits received and accrued expenses of approximately HK$695 million; and (iv) equity attributable to shareholders of approximately HK$1,832 million.

b) Background information on the Target Group

The Target Company is held as to 51% by Vendor A and 49% by Vendor B, both of which are wholly owned subsidiaries of the Company. The Target Group is principally engaged in the development of telecommunication system network software and the business of system integration service. Based on the exchange rate of RMB1.00 to HK$1.25, less than 30% of the revenue of the Group was generated by the Target Group for the each of the years ended 31 December 2013 and 2014.

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LETTER FROM FIRST SHANGHAI

The following table sets out a summary of the recent financial performance of the Target Group based on the audited financial statements of the Target Group for the year ended 31 December 2014 (the “ Target Accounts ”).

	**For the year ended **	31 December
	2013	2014
	RMB million	RMB million
	(audited)	(audited)
Revenue	230	393
Cost of sales	(152)	(273)
Gross profit	78	120
Administrative and other operating expenses	(52)	(45)
Selling and distribution expenses	(72)	(88)
Other items	16	21
(Loss)/Profit before tax	(30)	8
Income tax expense	(2)	(5)
(Loss)/Profit for the year	(32)	3

Revenue of the Target Group increased from approximately RMB230 million for the year ended 31 December 2013 to approximately RMB393 million for the year ended 31 December 2014, representing an annual growth of approximately 31%. Gross profit margin of the Target Group decreased from approximately 34% for the year ended 31 December 2013 to approximately 31% for the year ended 31 December 2014. The Target Group turned around from recording loss for the year of approximately RMB32 million for the year ended 31 December 2013 to recording profit for the year of approximately RMB3 million for the year ended 31 December 2014 due to, among other factors, (i) the increase in revenue; and (ii) the decrease in administrative and other operating expenses and selling and distribution expenses as a percentage of revenue.

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LETTER FROM FIRST SHANGHAI

The following table sets out a summary of the recent financial position of the Group based on the Target Accounts.

	As at 31 December 2014
	RMB million
	(audited)
Non-current assets	2
Current assets	307
Total assets	309
Current liabilities	327
Non-current liabilities	—
Total liabilities	327
Net liabilities	18

As at 31 December 2014, the Target Group had (i) total assets of approximately RMB309 million, which mainly comprised trade receivables of approximately RMB203 million categorised under current assets; (ii) total liabilities of approximately RMB327 million, which mainly comprised amount due to customers for contract work of approximately RMB145 million and trade and other payables of approximately RMB128 million categorised under current liabilities; (iii) net current liabilities of approximately RMB20 million; and (iv) net liabilities of approximately RMB18 million.

c) Background information on Purchaser A

Purchaser A is wholly owned by IPG, which is controlling shareholder of the Company. Purchaser A is principally engaged in, among other businesses, value-added telecommunication business (within the authorised scope), the development, manufacturing, and sales of computer software and hardware, wireless data terminal, smart TV, digital set-top boxes, ground receiving facilities of satellite television broadcasting, fiscal cash register and communication facilities.

d) Reasons for and benefits of the Share Transfer Agreement A

We have reviewed the 2014 Annual Report, where we note that the Company has continued to transform and upgrade itself into a software as a service (“ SaaS ”) cloud computing solution provider. We are advised by the management of the Group that the business of the Target Group is currently focused on a more traditional software market.

We have reviewed industry information stated in the report titled Cisco Global Cloud Index: Forecast and Methodology, 2013-2018 (the “ Cisco Report ”) released in November 2014 by Cisco Systems, Inc, which is a leading company in the IT industry and is listed on NASDAQ. We understand from the Cisco Report that, for the period from 2013 to 2018, (i) the global

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LETTER FROM FIRST SHANGHAI

installed workloads of cloud computing as a whole is expected to grow at a compound annual growth rate of approximately 24%; and (ii) the global installed workloads of cloud computing under the SaaS category is expected to grow at a compound annual growth rate of approximately 33%.

We have also reviewed industry information mentioned in an article titled Worldwide SaaS and Cloud Software 2014-2018 Forecast and 2013 Vendor Shares (the “ IDC Article ”) dated July 2014 by International Data Corporation, which is a global provider of market intelligence, advisory services and events for the IT, telecommunications and consumer technology markets with more than 1,100 analysts. With reference to the IDC Article, we understand that, for the period from 2013 to 2018, (i) the revenue of the cloud software market reached US$39.3 billion in 2013 and is expected to surpass US$100 billion by 2018 at a compound annual growth rate of approximately 21%; and (ii) SaaS delivery will significantly outpace traditional software delivery, growing nearly five times faster than the software market as a whole.

On 10 April 2015, the Vendors (including Vendor A and Vendor B, both of which are wholly owned subsidiaries of the Company) entered into the Share Transfer Agreements (including the Share Transfer Agreement A and the Share Transfer Agreement B) with the Purchasers (including Purchaser A and Purchaser B), pursuant to which the Vendors agreed to sell and the Purchasers agreed to acquire, in aggregate, the entire equity interest of the Target Company. The shareholding structure of the Target Company before and after completion of the Disposal is set out in the simplified chart below.

==> picture [430 x 9] intentionally omitted <==

----- Start of picture text -----

Immediately before completion of the Disposal Immediately after completion of the Disposal
----- End of picture text -----

==> picture [453 x 132] intentionally omitted <==

----- Start of picture text -----

The Company Purchaser A Purchaser B
100% 100%
Vendor A Vendor B
51% 49% 51% [(1)] 49% [(2)]
Target Company Target Company
----- End of picture text -----

Notes:

(1) Acquired from Vendor A pursuant to the Share Transfer Agreement A (2) Acquired from Vendor B pursuant to the Share Transfer Agreement B

We are advised by the management of the Group that (i) the Disposal allows the Group to better focus on its core business as an SaaS cloud computing solution provider; and (ii) the Disposal allows the Group to realise its investment in the Target Group and record a non-recurring disposal gain (the “ One-off Gain ”), the gross amount of which is estimated to be approximately RMB62 million according to the letter from the Board in the Circular.

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LETTER FROM FIRST SHANGHAI

Having principally considered (i) the Disposal is in line with the business strategy of the Group to better focus on its core business as an SaaS cloud computing solution provider, where the Target Group is currently focused on a more traditional software market; (ii) the Disposal allows the Group to realise its investment in the Target Group and record the One-off Gain; (iii) the expected growth of the SaaS cloud computing industry; (iv) the Target Group recorded net current liabilities and net liabilities as at 31 December 2014; and (v) the terms of the Share Transfer Agreement A are fair and reasonable as discussed below, we are of the view that the entering into of the Share Transfer Agreement A and the transaction contemplated thereunder is in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Share Transfer Agreement A

The Disposal involves (i) the disposal of 51% equity interest in the Target Company by Vendor A to Purchaser A through the Share Transfer Agreement A; and (ii) the disposal of 49% equity interest in the Target Company by Vendor B to Purchaser B through the Share Transfer Agreement B. As stated in the letter from the Board in the Circular, the Purchaser B and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (save that Mr. Chen Dongfeng, an executive Director of the Company, is interested in 18% issued share capital of the Purchaser B). The following table summarises the principal terms of the Share Transfer Agreements.

Share Transfer Agreement A Share Transfer Agreement B Consideration RMB22,348,200 RMB21,471,800 Equity interest in the Target 51% 49% Company Consideration for each RMB438,200 RMB438,200 percentage shareholding in the Target Company Payment settlement Lump sum payment within 15 Lump sum payment within 15 working days after the working days after the effective date of the Share effective date of the Share Transfer Agreement A (as Transfer Agreement B (as defined in the letter from the defined in the letter from the Board in the Circular) Board in the Circular)

With reference to the above table, the principal terms (including unit price and payment settlement) of the Share Transfer Agreement A are comparable with those of the Share Transfer Agreement B. We are advised by the management of the Group that the Share Transfer Agreement A and the Share Transfer Agreement B are not inter-conditional.

For our assessment of the consideration of the Share Transfer Agreement A, we have also reviewed the price ratios of comparable companies (the “ Comparable Companies ”), which (i) are

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LETTER FROM FIRST SHANGHAI

listed on the Main Board of the Stock Exchange; (ii) are principally engaged in businesses comparable with that of the Target Company; and (iii) recorded net profit for the latest financial year. The price to earnings ratio (the “ P/E Ratio ”) and the price to book value ratio are common price ratios to perform market comparison. Nonetheless, given the Target Group recorded net liabilities as at 31 December 2014, the price to book value ratio is not applicable and we have reviewed the P/E Ratios of the Comparable Companies as follows:-

Company name (stock code)	Principal business	P/E Ratio(1)
		(times)
Computer And Technologies	Sales of computer networks and system	14
Holdings Limited (46 HK)	platforms, and the provision of system and
	network integration, IT solutions
	development and implementation and
	related maintenance services.
TravelSky Technology Limited	Provision of information technology	19
(696 HK)	solutions to aviation and travel industry.
Hi Sun Technology (China)	Provision of payment processing solutions,	23
Limited (818 HK)	financial solutions, electronic power meters
	and solutions, telecommunication solutions
	and payment platform solutions.
Sinosoft Technology Group	Provision of e-Government solutions, export	39
Limited (1297 HK)	tax software and related services, carbon
	management solutions and system
	integration solutions.
Kingdee International Software	Develop, manufacture and sales of	44
Group Company Limited	enterprise management software products
(268 HK)	and the provision of software-related
	technical services.
Chanjet Information Technology	Provision of application services as well as	49
Company Limited (1588 HK)	application software, including corporate
	operating management, cooperative work,
	platform services, data services and
	financial services.
	Minimum:	14
	Mean:	31
	Median:	31
	Maximum:	49
The Target Company as		15(2)

The Target Company as represented by the consideration under the Share Transfer Agreement A

Source: the website of the Stock Exchange

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LETTER FROM FIRST SHANGHAI

Notes:-

• (1) The P/E Ratios of the Comparable Companies are derived from dividing the market capitalisation as at the date of the Share Transfer Agreement A by the latest published net assets attributable to shareholders.

• (2) The P/E Ratio of the Target Company as represented by the consideration under the Share Transfer Agreement A is derived from dividing the consideration of RMB22,348,200 by 51% of the profit for the year of the Target Group for the year ended 31 December 2014 of RMB1,489,200.

• (3) The exchange rate of RMB1.00 to HK$1.25 is adopted.

With reference to the above table, we note that the P/E Ratio of the Target Company as represented by the consideration under the Share Transfer Agreement A is within the range of the P/E Ratios of the Comparable Companies. The Independent Shareholders should also note that the business and financial aspects and prospects of the Comparable Companies may not be identical to those of the Target Company. Despite the P/E Ratio of the Target Company as represented by the consideration under the Share Transfer Agreement A is close to the minimum of those of the Comparable Companies, based on factors including (i) the Target Company recorded consolidated net current liabilities and consolidated net liabilities, whereas all the Comparable Companies recorded consolidated net current assets and consolidated net assets as at 31 December 2014, therefore the P/E Ratio of the Target Company may be at a lower level when compared with those of the Comparable Companies given the poorer financial position of the Target Company; and (ii) the Target Company is a private company, whereas all the Comparable Companies are listed companies, therefore the P/E Ratio of the Target Company may be at a lower level when compared with those of the Comparable Companies given the poorer liquidity of the shares of the Target Company, we consider the P/E Ratio of the Company as represented by the consideration under the Share Transfer Agreement A to be acceptable.

After taking into account (i) the principal terms of the Share Transfer Agreement A are comparable with those of the Share Transfer Agreement B entered into with Purchaser B, the controlling shareholder of which is an independent third party; (ii) the P/E Ratio of the Target Company as represented by the consideration under the Share Transfer Agreement A is within the range of the P/E Ratios of the Comparable Companies and is at an acceptable level as discussed above; (iii) the full amount of the consideration shall be payable soon after the effective date of the Share Transfer Agreement A; (iv) the Target Group recorded net current liabilities and net liabilities as at 31 December 2014; and (v) the benefits of the Disposal, particularly the Disposal is in line with the business strategy of the Group and allows the Group to realise its investment in the Target Group, we are of the view that the terms of the Share Transfer Agreement A and the transaction contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM FIRST SHANGHAI

3. Possible financial effects of the Disposal

The Disposal involves the Share Transfer Agreements, where (i) the Share Transfer Agreement A is subject to approval by the Independent Shareholders at the EGM; and (ii) the Share Transfer Agreement B is subject to approval by the Shareholders, which include the Independent Shareholders, at the EGM. The following discussion illustrates the possible financial effects of the Disposal on the Group upon completion of the Share Transfer Agreements.

I. Earnings

According to the 2014 Annual Report, the Group recorded loss for the year attributable to shareholders of approximately HK$69 million for the year ended 31 December 2014. Based on the Target Accounts, the Target Group recorded profit for the year of approximately RMB3 million for the year ended 31 December 2014. We understand the Group is expected to record the One-off Gain upon completion of the Disposal and, according to the letter from the Board in the Circular, the gross amount of the One-off Gain is estimated to be approximately RMB62 million. Following Completion, the Company would no longer hold any equity interest in the Target Company, where the profits or losses of the Target Group would no longer be accounted for in the statement of profit or loss of the Group.

II. Net assets

According to the 2014 Annual Report, the Group had net assets attributable to shareholders of approximately HK$1,832 million as at 31 December 2014. Based on the Target Accounts, the Target Group had net liabilities of approximately RMB18 million as at 31 December 2014. We are advised by the management of the Group that the amount of net assets of the Group is expected to increase upon Completion due to the One-off Gain. Following Completion, the Company would no longer hold any equity interest in the Target Company, where the assets and liabilities of the Target Group would no longer be accounted for in the statement of financial position of the Group.

III. Working capital

According to the 2014 Annual Report, the Group had bank balances and cash of approximately HK$1,016 million as at 31 December 2014. Based on the Target Accounts, the Target Group had bank balances and cash of approximately RMB28 million as at 31 December 2014. Given that the consideration of the Disposal shall be entirely settled in cash, the Disposal is expected to improve the working capital of the Group.

IV. Conclusion

After primarily taking into account (i) the Group is expected to record the One-off Gain and an increase in working capital upon completion of the Disposal; (ii) the Group could realise its investment in the Target Group, which recorded net current liabilities and net liabilities as at 31 December 2014; and (iii) the benefits of the Disposal, particularly the Disposal is in line with the business strategy of the Group, we consider the possible financial effects of the Disposal to be acceptable.

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LETTER FROM FIRST SHANGHAI

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the entering into of the Share Transfer Agreement A and the transaction contemplated thereunder is in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole and the terms of the Share Transfer Agreement A and the transaction contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM to approve the Share Transfer Agreement A and the transaction contemplated thereunder.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

**Fanny **	Lee	Allen Wang
_Managing _	Director	Director

Note: Ms. Fanny Lee and Mr. Allen Wang have been responsible officers of Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) since 2006 and 2014, respectively. Both of them have participated in the provision of independent financial advisory services for various connected transactions involving companies listed in Hong Kong.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

AUDITED CONSOLIDATED FINANCIAL STATEMENT OF THE GROUP

The Company is required to set out in this circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the year ended 31 December 2014 have been set out in the Annual Report 2014 of the Company which was posted on 24 April 2015 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Annual Report 2014:

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0424/LTN20150424847.pdf

The audited consolidated financial statements of the Group for the year ended 31 December 2013 have been set out in the Annual Report 2013 of the Company which was posted on 25 April 2014 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Annual Report 2013:

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0425/LTN20140425406.pdf

The audited consolidated financial statements of the Group for the year ended 31 December 2012 have been set out in the Annual Report 2012 of the Company which was posted on 18 April 2013 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Annual Report 2012:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0418/LTN20130418717.pdf

The three auditors’ reports for the consolidated financial statements of the Group for the years ended 31 December 2014, 2013 and 2012 are unqualified reports.

INDEBTEDNESS STATEMENT

Debts and Borrowings

At the close of business on 11 May 2015, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group did not have any outstanding mortgages, charges, debenture, loan capital issued and outstanding or agreed to be issued, bank loan and overdraft or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptances or acceptance credits or any guarantee or other material contingent liabilities.

Contingent liabilities

As at 11 May 2015, being the latest practicable date prior to the printing of this circular for the purpose of this indebtedness statement, the Group had no material contingent liabilities.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Disclaimer

Save as otherwise disclosed in this circular, the Group did not, as at 31 December 2014, have any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, charges or debentures, mortgages, loans, or other similar indebtedness or any finance lease commitments, hire purchase commitments, liabilities under acceptance (other than normal trade bills), acceptance credits or any guarantees or other material contingent liabilities.

FINANCIAL AND TRADING PROSPECT

The Company will refine the strategy of focusing on the development of businesses with technical advantages, and continue to pursue active market expansion strategies, in order to realize rapid growth in our business. The Company will realize rapid development by focusing on strengthening the establishment in regions, consolidating the existing regions, and undertaking merger and acquisition in weak regions, as well as developing with partners and establishing more sales channel. The Company will enhance the function of business lines as sales generator, through establishing the mechanism of business planning-driven overall budget, which not only boosts our sales but also pulls the product demand. In respect of products, the Company will insist on the development model with the combination of self-innovation and external co-operation, speed up the launch of products, continue to consolidate existing products, and self-develop the products of next generation. The Company will pursue new business growth point by innovating new cloud computing service model and promoting enterprises to use cloud computing. The Company will further enhance the incentive mechanism, which improves the objectives and responsibilities system with the core of combination with responsibility, right and interest, so as to promote the enthusiasm of our staffs. It is believed that with a gradual improvement in the economic environment, the software and service business will maintain a relatively fast growth speed. The Company will continue to adjust its development strategy and persist in change and continue to transform into a supplier of cloud computing SaaS products and solution services. The Company insists on the strategy of focusing on the development of businesses with technical advantages. The Company aims to restructure its business model so as to swiftly reverse the loss position and generate better returns for our shareholders.

WORKING CAPITAL STATEMENT

The Directors are of the opinion that, after taking into account of the disposal of the 100% equity interests in the Target Company as mentioned in the Circular and the financial resources available to the Group (including internal resources and available banking facilities), the Group will have sufficient working capital for its present requirements for at least the next 12 months from the date of the Circular.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests and short positions of the Directors and the chief executive of the Company in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) contained in the Listing Rules, were as follows:

• (i) Long positions in Shares

				Percentage of issued
				share capital
**Name **	of Director	Type of interests	Number of Shares	of the Company
Dong	Hailong	Beneficial owner	4,000	0.00%

• (ii) Long positions in underlying Shares of the Company

				Percentage of the
			Number of	issued share
		Description of equity	underlying	capital of the
Name of Director	Type of interests	derivatives	Shares	Company
Wang Xingshan	Beneficial owner	share option (Note 1)	1,000,000	0.12%
Chen Dongfeng	Beneficial owner	share option (Note 1)	800,000	0.09%
Dong Hailong	Beneficial owner	share option (Note 1)	400,000	0.05%
Wong Lit Chor, Alexis	Beneficial owner	share option (Note 1)	40,000	0.01%
Sun Chengtong	Beneficial owner	share option (Note 1)	800,000	0.09%

Note 1: The share options were granted on 10 December 2010 under the 2008 share option scheme adopted by the Company on 10 November 2008 at a subscription price of HK$3.410 per Share (as adjusted as a result of share consolidation effective on 18 November 2013, details are set out in the Company’s announcement dated 15 November 2013). Up to the Latest Practicable Date, none of the above share options had been exercised.

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APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code.

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial Shareholders

So far as is known to the Directors and the chief executive, as at the Latest Practicable Date, the following person (not being Director or chief executive of the Company) had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

Long positions in Shares

			Approximate
		Number of	percentage of
Name of Shareholders	Type of interests	Shares	interests
IPG	Interest in a	288,478,000	31.99%
	controlled corporation
	(Note)
Jinan Inspur Wireless	Interest in a	288,478,000	31.99%
Communication Limited#	controlled corporation
(濟南浪潮無線通信有限公司)	(Note)
Inspur Software Group Limited#	Interest in a	288,478,000	31.99%
(浪潮軟件集團有限公司)	controlled corporation
	(Note)
Inspur Cheeloo Overseas	Interest in a	288,478,000	31.99%
Investment And Development	controlled corporation
Co., Limited	(Note)
(浪潮齊魯海外投資發展
有限公司)
Inspur Overseas Investment	Beneficial owner	288,478,000	31.99%
Limited (浪潮海外投資	(Note)
有限公司)

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APPENDIX II

GENERAL INFORMATION

Note: Inspur Overseas Investment has reported to be the beneficial owner of 288,478,000 Shares. IPG, Jinan Inspur Wireless Communication Limited, Inspur Software Group Limited, and Inspur Cheeloo Overseas Investment And Development Co., Limited are holding companies of Inspur Overseas Investment Limited and thus are taken to be interested in 288,478,000 Shares.

Long positions in members of the Group

			Approximate
			percentage of
			shareholding in
			the members of
Name of shareholders	Types of Interest	Equity interest held	the Group
Wu Xi Yi Jie Xin Cheng	Beneficial owner	RMB200,000 in the	10%
Information Technology		registered capital of Wuxi
Company Limtied# (無錫		Inspur Business Technology
易捷信誠信息技術有限公		Company Limited# (無錫浪
司)		潮商服技術有限公司)
Fang Wensheng	Beneficial owner	RMB690,000 in the	34.5%
		registered capital of Inspur
		Fangzhi
Bao Jianhua	Beneficial owner	RMB300,000 in the	15%
		registered capital of Inspur
		Fangzhi
Shanghai Huili Co. Ltd.#	Beneficial owner	RMB50,000 in the	10%
(上海滙力有限公司)		registered capital of
		Shanghai Guoqiang
		Genersoft Incorporation# (上
		海國強通用軟件有限公司)
Webgroup Co.	Beneficial owner	US$14,504 in the registered	10.36%
		capital of Langchao Gaoyou
		(Shanghai) Services
		Incorporation# 高優（上海）
		信息科技有限公司
Zheng Jianyang	Beneficial owner	RMB3,868,500 in registered	11.05%
		capital of Shangdong Inspur
		Financial Software
		Information Company
		Limited# (山東浪潮金融軟件
		信息有限公司)

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GENERAL INFORMATION

APPENDIX II

Name of shareholders

Approximate percentage of shareholding in the members of Types of Interest Equity interest held the Group

• Jinan Huanlecheng Beneficial owner RMB2,450,000 in registered 49% Technology Development capital of Yunnan Inspur Company Limited* (濟南 General Soft Information 歡樂城科技發展有限公 Technology Limited[#] 司) (雲南浪潮通軟信息科技有限 公司)

• # English names are for identification purpose only

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

As at the Latest Practicable Date, so far as known to the Directors, none of the Directors is a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ OTHER INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware of, none of themselves or their respective associates had any interest in a business which competes or may compete with the business of the Group or any other conflicts of interest with the Group.

As at the Latest Practicable Date, none of the Directors has any interest, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

There is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested and which is significant to the business of the Group.

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there was no litigation or claims of material importance known to the Directors to be pending or threatened by or against any member of the Group.

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GENERAL INFORMATION

APPENDIX II

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Group (excluding contracts expiring or terminable by the employer within one year without payment of compensation other than statutory compensation).

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest audited financial statements of the Company were made up.

7. EXPERT

First Shanghai has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they appear.

The following is the qualification of the expert who has provided its advice, which are contained in this circular:

Name Qualification First Shanghai A licensed corporation to carry out type 6 (advising on corporate finance) of the regulated activity under the SFO

As at the Latest Practicable Date, First Shanghai was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up (i.e. 31 December 2014), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

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GENERAL INFORMATION

APPENDIX II

8. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group during the two years immediately preceding the Latest Practicable Date and are or may be material:

• (a) the sale and purchase agreement dated 16 April 2013 entered into between Inspur Electronics Limited as vendor and Inspur Electronic Information (Hong Kong) Co., Limited (浪潮電子信息（香港）有限公司) in relation to the disposal of the entire issued share capital of Inspur (HK) Electronics Limited (浪潮（香港）電子有限公司);

• (b) the disposal agreement dated 22 August 2013 entered into between Inspur (Shandong) Electronics Information Limited and Inspur Cheeloo Software Industry Company Limited* (浪潮齊魯軟件產業有限公司) in relation to the disposal of the entire assets of the digital media business;

• (c) the new framework agreement dated 29 November 2013 between the Company and Inspur Group Limited relating to the renewal of the Continuing Connected Transactions with Inspur Group for the term of three financial years ending 31 December 2016;

• (d) the disposal agreement dated 28 August 2014 between Inspur (Shandong) Electronics Information Limited (浪潮（山東）電子信息有限公司) and Inspur Software Group Company Limited (浪潮軟件集團有限公司) in relation to the disposal of entire share equity of the Shandong Inspur Commercial System Company Limited* (山東浪潮商用系統有限公司);

• (e) the capital increase agreement dated 29 August 2014 between Inspur Electronic Information Industry Co., Ltd. (浪潮電子信息產業股份有限公司), Inspur Software Co., Ltd. (浪潮軟 件股份有限公司), Inspur (Shandong) Electronics Information Limited (浪潮（山東）電子 信息有限公司), and Shandong Inspur Cloud Computing Investment Co., Ltd. (山東浪潮雲 海雲計算產業投資有限公司) relating to the increase in the registered capital of Shandong Inspur Cloud Computing Investment Co., Ltd;

• (f) the framework agreement dated 29 August 2014 between Inspur (Shandong) Electronics Information Limited (浪潮（山東）電子信息有限公司) and Inspur Electronic Information Industry Co., Limited* (浪潮電子信息產業股份有限公司) in relation to continuing connected transactions to provide entrustment loans to Inspur Electronic Information Industry Co., Limitedfor a term of two years;

• (g) the framework agreement dated 29 August 2014 between Inspur (Shandong) Electronics Information Limited (浪潮（山東）電子信息有限公司) and Inspur Software Co., Limited* (浪潮軟件股份有限公司) in relation to continuing connected transactions to provide entrustment loans to Inspur Software Co., Limited for a term of two years;

— 33 —

GENERAL INFORMATION

APPENDIX II

• (h) the agreement dated 29 November 2013 between the Company and the IPG in relation to five categories of continuing connected transactions with IPG for the three financial years ending 31 December 2016;

• (i) the Share Transfer Agreement A and the Share Transfer Agreement B;

9. MISCELLANEOUS

• (a) The registered office of the Company is at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and the head office and principal place of business in Hong Kong of which is at Flats B & C, 30/F, Tower A, Billon Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon.

• (b) The principal share registrar and transfer office of the Company is Royal Bank of Canada Trust Company (Cayman) Limited at 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands and the Hong Kong branch share registrar and transfer office of which is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) Ms. Chan Wing and Mr. Zou Bo are joint company secretaries of the Company. Ms. Chan is a member of the Hong Kong Institute of Certified Public Accountants and a member of the Chinese Institute of Certified Public Accountants, and Mr. Zou is a non-practising member of the Chinese Institute of Certified Public Accountants and a member of the China Certified Tax Agents Association.

• (d) The English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts in case of inconsistency.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the audited consolidated financial statements of the Group for the two financial years ended 31 December 2013 and 31 December 2014;

• (c) the contracts referred to in the section headed “Material Contracts” of the this Appendix;

• (d) the letter from the Independent Board Committee, as set out on page 13 of this circular;

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GENERAL INFORMATION

APPENDIX II

• (e) the letter from the Independent Financial Advisor, as set out on pages 14 to 25 of this circular;

• (f) the written consent referred to in the section headed “Expert” of this Appendix; and

• (g) this circular.

— 35 —

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 Tuesday, 2 June 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as the ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the conditional share transfer agreement A dated 10 April 2015 (“ Share Transfer Agreement A ”) entered into between Inspur (Shandong) Electronics Information Limited (浪潮（山東）電子信息有限公司) as the Vendor A and Inspur Software Group Company Limited (浪潮軟件集團有限公司) as the Purchaser A in relation to disposal of 51% of the entire issued share capital of Inspur Communication Information System Limited* (浪潮通信信息系統有限公司) for a total consideration of RMB22,348,200 (equivalent to approximately HK$27,935,250) (copy of the Share Transfer Agreement A has been tabled at the meeting and marked “A” signed by the Chairman of the meeting for the purpose of identification) and the transaction contemplated thereunder be and are hereby approved confirmed and ratified;

3. (b) the Directors of the Company be and are hereby authorized to take such actions and execute such documents as they may consider appropriate and expedient to carry out or give effect to or otherwise in connection with or in relation to the Share Transfer Agreement A and the transaction contemplated thereunder.”

4. “ THAT :

5. (a) the conditional share transfer agreement B dated 10 April 2015 (“ Share Transfer Agreement A ”) entered into between Shine Victory International Limited (耀凱國際 有限公司) as the Vendor B and Ambition Lead Limited (致優有限公司) as the Purchaser B in relation to disposal of 49% of the entire issued share capital of Inspur Communication Information System Limited* (浪潮通信信息系統有限公司) for a total consideration of RMB21,471,800 (equivalent to approximately HK$26,839,750)

— 36 —

NOTICE OF THE EGM

(copy of the Share Transfer Agreement B has been tabled at the meeting and marked “B” signed by the Chairman of the meeting for the purpose of identification) and the transaction contemplated thereunder be and are hereby approved confirmed and ratified; and

• (b) the Directors of the Company be and are hereby authorized to take such actions and execute such documents as they may consider appropriate and expedient to carry out or give effect to or otherwise in connection with or in relation to the Share Transfer Agreement B and the transaction contemplated thereunder.”

By order of the Board Inspur International Limited Wang Xingshan Chairman

Hong Kong, 14 May 2015

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.

— 37 —

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. Dong Hailong and Mr. Samuel Y. Shen as a non-executive Director, and Ms. Zhang Ruijun, Mr. Wong Lit Chor, Alexis and Mr. Geng Yushui as independent non-executive Directors.

— 38 —