Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2018

Nov 5, 2018

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 document, 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)

PROPOSAL FOR ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the 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 23 November 2018 at 10:00 a.m. is set out on pages 19 to 20 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 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 in accordance with the instructions printed thereon as soon as possible but not less than 48 hours before the time appointed for the holding of the EGM (or any adjourned meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting) if you so wish.

6 November 2018

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Conditions Precedent on the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . .	5
4.	Value of the Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Principal Terms of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Document Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
11.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	— Summary of the principal terms of the New Share Option Scheme . . . .	9
**Notice of **	the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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DEFINITIONS

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

“2008 Share Option Scheme” the share option scheme adopted by the Company on 10 November 2008

“Adoption Date” 23 November 2018, being the date of adoption of the New Share Option Scheme by resolution of the Shareholders at the EGM

• “associate(s)” has the meaning ascribed to it in the Listing Rules

• “Auditors” the auditors for the time being of the Company

• “Board” the board of Directors, and in the Appendix to this circular, references to the “Board” shall mean the board of directors of the Company or a duly authorized committee thereof for the time being

• “Business Day” a day (other than a Saturday or a Sunday) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities

• “Commencement Date” in respect of any particular Option, the date upon which an Option is deemed to be granted and accepted in accordance with the terms of the New Share Option Scheme

• “Company” Inspur International Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

• “connected person” has the meaning ascribed to it in the Listing Rules

• “core connected person” has the meaning ascribed to it in the Listing Rules

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

• “EGM” or “Extraordinary General Meeting”

the extraordinary general meeting of the Company to be held at Flats B& C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on 23 November 2018 at 10:00 a.m. or any adjournment thereof (as the case may be)

“EGM Notice” the notice dated 6 November 2018 convening the EGM set out on pages 19 to 20 of this circular

“Grantee” Any Participant who accepts an Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) the legal personal representative(s) entitled to any such Option in consequence of the death of the original Grantee

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DEFINITIONS

• “Group” the Company and all of its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 31 October 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Share Option Scheme” the new share option scheme proposed to be adopted by the Company at the EGM a summary of the principal terms of which is set out in the Appendix to this circular

• “Offer” the offer of the grant of an Option made by the Board in accordance with the terms of the New Share Option Scheme

• “Offer Date” the date on which an Offer is made to a Participant, which must be a Business Day

• “Option(s)” the option(s) to subscribe for Shares on terms determined by the Directors pursuant to the New Share Option Scheme

• “Option Period” in respect of an Option, a period to be determined by the Board at its absolute discretion and notified by the Board to the Grantee as being the period during which an Option may be exercised and in any event such period of time shall not exceed a period of ten (10) years commencing on the Commencement Date

• “Participants” any director (including executive directors, non-executive directors and independent non-executive directors) and employees of the Group and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group

• “SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

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

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DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to the terms of the New Share Option Scheme “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning ascribed to it under the Listing Rules), of the Company, whether incorporated in Hong Kong, the Cayman Islands or elsewhere and “Subsidiaries” shall be construed accordingly “substantial shareholder” has the meaning ascribed to it in the Listing Rules “%” per cent.

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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. Lee Eric Kong ( Chief Executive Officer ) Mr. Jin Xiaozhou, Joe

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Directors:

Mr. Dong Hailong

Independent non-executive Directors:

Mr. Wong Lit Chor, Alexis Ms. Zhang Ruijun Mr. Ding Xiangqian

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

6 November 2018

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The Board is pleased to inform you that the EGM is scheduled to be held at Flats B& C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on 23 November 2018 at 10:00 a.m..

The purpose of this circular is to provide you with information on the resolution regarding the proposed adoption of the New Share Option Scheme to be proposed at the EGM and to set out the notice of EGM.

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LETTER FROM THE BOARD

2. ADOPTION OF THE NEW SHARE OPTION SCHEME

The 2008 Share Option Scheme has a term of 10 years and will be expired on 10 November 2018. In view of the expiry of the 2008 Share Option Scheme, the Board proposes to recommend to the Shareholders to approve the adoption of the New Share Option Scheme. The New Share Option Scheme will become effective after all the conditions precedent as referred to under the paragraph headed “Conditions precedent of the New Share Option Scheme” below have been fulfilled.

As at the Latest Practicable Date, the Company had granted 162,020,000 options to subscribe for the Shares under the 2008 Share Option Scheme, among such share options granted, share options to subscribe for 51,200,000 Shares have been exercised, share options to subscribe for 50,820,000 Shares have been cancelled, and share options to subscribe for 60,000,000 Shares remain outstanding. Except that no further options may be granted under the 2008 Share Option Scheme on its expiration, all the other provisions of the 2008 Share Option Scheme will remain in force so as to give effect to the exercise of all outstanding options under the 2008 Share Option Scheme, and all such options will remain valid and exercisable in accordance with the provisions of the 2008 Share Option Scheme.

As at the Latest Practicable Date, the total number of issued Shares was 1,138,920,731. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date up to the Adoption Date, the maximum number of Shares which may be issued pursuant to the New Share Option Scheme and any other share option schemes of the Company will be 113,892,073 Shares, representing 10% of the total number of Shares in issue as at the Adoption Date. The Company may seek approval by its Shareholders to renew the 10% limit on the basis that the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the total number of Shares in issue from time to time.

The total number of Shares which may be issued pursuant to the New Share Option Scheme of 113,892,073 Shares together with all outstanding options as at the Latest Practicable Date carrying the right to subscribe 60,000,000 Shares, represent approximately 15.27% of the total number of Shares in issue as at the Latest Practicable Date, thereby, not exceeding the said 30% limit.

As at the Latest Practicable Date, the Company has no intention or plan to grant options immediately after the approval of the adoption of the New Share Option Scheme.

3. CONDITIONS PRECEDENT ON THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall take effect subject to the following conditions:

• (a) the passing of an ordinary resolution to approve the adoption of the New Share Option Scheme by the Shareholders in general meeting and authorising the Directors to grant Options to subscribe for Shares hereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and

• (b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options granted under the New Share Option Scheme.

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LETTER FROM THE BOARD

An application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

Once the New Share Option Scheme is adopted, any alterations to the terms and conditions thereof, which are of material nature, must be approved by the Shareholders, except where the alterations take effect automatically pursuant to the terms originally provided in the New Share Option Scheme.

4. VALUE OF THE OPTIONS

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the value the Options have not been determined. Such variables include but are not limited to the exercise price, exercise period, any lock up period, any performance targets set and other variables. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

5. PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

A summary of the principal terms of the New Share Option Scheme is set out in the Appendix to this circular. The terms of the New Share Option Scheme are in line with the provisions of Chapter 17 of the Listing Rules, which governs the terms of the share option schemes of listed companies.

Under the New Share Option Scheme, the Board has the authority to set the terms and conditions in the grant of the Options (e.g. in relation to the minimum period of the Options to be held, vesting conditions, the performance targets to be achieved before such Options can be exercised and to determine the Subscription Price). The Board believes that this will provide the Board with more flexibility in imposing appropriate conditions in light of the circumstances of each grant and help facilitate the achievement of the purpose of the New Share Option Scheme, which is to provide incentives and rewards to the Participants for their contribution to the Group.

None of the Directors is a trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee of the New Share Option Scheme, if any.

6. EXTRAORDINARY GENERAL MEETING

Set out on pages 19 to 20 of this circular is the notice of the EGM at which, among other things, a resolution will be proposed to approve the adoption of the New Share Option Scheme.

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LETTER FROM THE BOARD

7. PROXY ARRANGEMENT

A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially 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, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

8. POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Company’s articles of association, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the EGM shall be voted by poll. After the EGM, the poll results will be published on the respective website of the Stock Exchange and the Company.

9. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s head office and principal place of business in Hong Kong, Flats B& C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong at normal business hours from the date of this circular up to and including the date of the EGM, which is a period of not less than 14 days before the date of the EGM.

10. RESPONSIBILITY STATEMENT

This circular, 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.

−7 −

LETTER FROM THE BOARD

11. RECOMMENDATION

The Directors believe that the adoption of the New Share Option Scheme is in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM approving the adoption of the New Share Option Scheme.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolution to be proposed at the EGM approving the adoption of the New Share Option Scheme.

Yours faithfully, For and on behalf of the Board of Inspur International Limited Mr. Wang Xingshan Chairman

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme to be approved at the Extraordinary General Meeting. It does not form part of, nor is it intended to be part of the rules of the New Share Option Scheme and it should not be taken as affecting the interpretation of the rules of the New Share Option Scheme. The Directors reserve the right at any time prior to the Extraordinary General Meeting to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict with any material aspects with the summary of this Appendix.

(a) Purpose of the scheme

The purpose of the New Share Option Scheme is to enable the Group to grant Option to selected participants as incentives or rewards for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity (as defined in paragraph (b)(aa) below) and/or to provide the Company with a flexible means of remunerating, compensating and/or providing benefits to selected participants as the Board may approve from time to time.

(b) Who may join

The Board may, at its absolute discretion, invite any person belonging to any of the following classes of participants who, in the absolute determination of the Directors, will contribute or have contributed to the Company and/or any of its subsidiaries, to take up Options to subscribe for the Shares:

• (aa) any employee (whether full time or part time employee, including any executive directors) of the Company, its subsidiaries and any entity in which the Group holds any equity interest (“ Invested Entity ”) (“ eligible employee ”);

• (bb) any non-executive director (including independent non-executive directors) of the Company, any of its subsidiaries or any Invested Entity;

• (cc) any supplier of goods or services to any member of the Group or any Invested Entity;

• (dd) any customer of the Group or any Invested Entity;

• (ee) any person or entity that provides research, development or other technological support to the Group or any Invested Entity, or such person or entity which the Board, at its sole discretion, considers to have contributed or may contribute, by way of joint venture, business alliance, other business arrangement or otherwise, to the development and growth of the Group; and

• (ff) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity or any of their associates,

and, for the purposes of the New Share Option Scheme, the Options may be granted to any company wholly-owned by one or more persons belonging to any of the above classes of participants or any discretionary object of a participant which is a discretionary trust. However, the granting of Option under the New Share Option Scheme to any grantee which is a company

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

or is a discretionary object of a participant which is a discretionary trust shall be subject to the execution by the grantee or trustee and/ or the beneficial owners in favour of the Company of any undertaking not to effect or permit any change in the ultimate beneficial ownership of the grantee so long as the Option so granted to the grantee or any part thereof remains exercisable.

The basis of eligibility of any of the abovementioned class of participants to the grant of any Options shall be absolutely determined by the Board from time to time on the basis of their contribution to the development and growth of the Group and any Invested Entity.

• (c) Maximum number of Shares

• (aa) The maximum number of Shares which may be issued upon exercise of all Options granted under the New Share Option Scheme and any other schemes of the Group must not in aggregate exceed 30 per cent. of the total number of Shares in issue from time to time.

• (bb) The total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other schemes of the Group shall not in aggregate exceed 113,892,073 Shares, being 10 per cent of the total number of Shares in issue on the date of adoption of the New Share Option Scheme (the “ General Scheme Limit ”). Options which have lapsed in accordance with the terms of the New Share Option Scheme and any other schemes of the Group shall not be counted for the purpose of calculating the 10% limit.

• (cc) Subject to (aa) above and without prejudice to (dd) below, the Company may seek approval of its shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other schemes of the Group as “refreshed” shall not exceed 10 per cent of the total number of Shares in issue as at the date of approval of the limit and for the purpose of calculating the limit as “refreshed”, Options (including those outstanding, cancelled, lapsed or exercised in accordance with the New Share Option Scheme and any other share option scheme of the Group) previously granted under the New Share Option Scheme and any other schemes of the Group will not be counted. The Company shall send a circular to the Shareholders containing the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

• (dd) Subject to (aa) above and without prejudice to (cc) above, the Company may issue a circular to its shareholders and seek separate shareholders’ approval in general meeting to grant Option beyond the General Scheme Limit, or, if applicable, the limit referred to in (cc) above to participants specifically identified by the Company before such approval is sought. In such case, the Company shall send a circular to the Shareholders containing a generic description of the specified participant(s) who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified participant(s) with an explanation as to how the terms of the Options serve such purpose, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (ee) If the Company conducts a share consolidation or subdivision after the adoption of the New Share Option Scheme, or if applicable, the extended limit referred to in paragraph (cc) above has been approved in general meeting, the maximum number of Shares that may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Group under the General Scheme Limit, or if applicable, the extended limit referred to in paragraph (cc) above, as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

(d) Maximum entitlement of each participant

The total number of Shares issued and which may fall to be issued upon exercise of the Options granted under the New Share Option Scheme and any other share option scheme of the Group (including both exercised or outstanding Options) to each participant in any 12-month period shall not exceed 1 per cent of the total number of Shares of the Company in issue for the time being (the “ Individual Limit ”). Any further grant of Options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to the shareholders and the shareholders’ approval in general meeting of the Company with such participant and his associates abstaining from voting. The circular must disclose the identity of the participant(s), the number and terms of the Options to be granted (and Options previously granted to such participant(s)), the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules. The number and terms (including the exercise price) of the Options to be granted to such participant(s) shall be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price.

(e) Grant of Options to connected persons

• (aa) Any grant of Options under the New Share Option Scheme or any other schemes of the Group to a director, chief executive (other than a proposed director or proposed chief executive of the Company), or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive directors of the Company (excluding the independent non-executive Director who is a grantee of the Options).

• (bb) Where any grant of Options to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (i) representing in aggregate over 0.1 per cent of the Shares in issue; and

• (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million;

such further grant of Options must be approved by shareholders of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (cc) Where the grant of Options made pursuant to paragraph (aa) is subject to approval by shareholders of the Company, or where any grant of Options is made pursuant to paragraph (bb), the Company must send a circular to the shareholders. The grantee(s), their associates, or all core connected persons of the Company must abstain from voting in favour at such general meeting. Pursuant to Rule 13.39(4) of the Listing Rules, a vote taken at the meeting to approve the grant of such Options must be taken on a poll. The Company must comply with Rules 13.39(5), 13.40, 13.41 and 13.42 of the Listing Rules.

• (dd) The circular to be issued by the Company to the Shareholders pursuant to paragraph (e)(cc) shall contain the following information:

• (i) details of the number and terms (including the basis of determination of the Subscription Price) of the Options to be granted to each participant(s), which must be fixed before the Shareholders’ meeting, and the date of the Board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the Subscription Price;

• (ii) a recommendation from the independent non-executive directors of the Company (excluding the independent non-executive director who is the grantee) to the independent shareholders as to voting;

• (iii) the information required under Rules 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

• (iv) the information required under Rule 2.17 of the Listing Rules.

• (ee) Any change in the terms of the Options granted to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates must be approved by the shareholders of the Company in general meeting.

(f) Time of acceptance and exercise of Option

An Option may be accepted by a participant by payment of HK$1.00 to the Company within 28 days from the date of the offer of grant of the Option. An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined and notified by the Board to each grantee, save that such period shall end in any event not later than ten years from the date of grant of the Option subject to the provisions for early termination thereof.

Unless the Directors otherwise determined and stated in the offer of the grant of Options to a participant, there is no minimum period for which an Option must be held before the Option can be exercised.

An Option may be exercised in whole or in part in the manner as set out offer of the grant of Options to a participant and paragraphs (l) to (r) by the grantee (or the grantee’s legal personal representative(s), as the case may be) by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

for the Shares in respect of which the notice is given. Within 28 days after receipt of the notice and the remittance and, where appropriate, receipt of the written confirmation of the independent financial adviser or the Auditors (as the case may be) pursuant to paragraph (s), the Company shall allot and issue the relevant Shares to the grantee (or the grantee’s legal personal representative(s), as the case may be) credited as fully paid and issue to the grantee (or the grantee’s legal personal representative(s), as the case may be) a share certificate in respect of the Shares so allotted.

(g) Performance targets

Unless the Directors otherwise determined and stated in the offer of the grant of Options to a participant, a participant is not required to achieve any performance targets before any Options granted under the New Share Option Scheme can be exercised.

(h) Subscription Price for Shares

The subscription price for Shares under the New Share Option Scheme will be a price to be determined by the Directors, but may not be less than the higher of (i) the closing price of Shares on the Stock Exchange on the date of grant of the particular Option; (ii) the average closing price of the Shares on the Stock Exchange for the five trading days immediately preceding the date of the grant of the particular Option; or (iii) the nominal value of a Share.

(i) Ranking of Shares

• (aa) Shares allotted and issued upon the exercise of an Option will be subject to all the provisions of the articles of association of the Company and will rank pari passu in all respects with the fully paid Shares in issue on the date when the name of the grantee is registered on the register of members of the Company (the “Exercise Date”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date, provided always that when the Exercise Date falls on a day upon which the register of members is closed then the exercise of the option shall become effective on the first business day in Hong Kong on which the register of members of the Company is re-opened. A Share allotted and issued upon the exercise of an Option shall not carry voting rights until the completion of the registration of the grantee as the holder thereof.

• (bb) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in the ordinary share capital of the Company of such nominal amount as shall result from a sub-division, consolidation, re-classification or reduction of the share capital of the Company from time to time.

(j) Period of the Share Option Scheme

The New Share Option Scheme will remain in force for a period of ten years commencing on the date on which the New Share Option Scheme is adopted by shareholders of the Company in general meeting, which is expected to be around 23 November 2028.

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(k) Restriction on time of grant of Option

No offer of options shall be made after a price sensitive development has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been announced pursuant to the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the board meeting (as such is first notified to the Stock Exchange in accordance with the Listing Rules) for approval of the results of the Company for any year, half-year or quarter-year period or any other interim period (whether or not required under the Listing Rules) and (ii) the deadline for publishing an announcement of its results for any year, half-year or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the announcement of the results, no Option may be granted.

(l) Rights on dismissal, bankruptcy or insolvency

If a grantee of an option ceases to be an eligible employee of the Group on the grounds that he has been guilty of misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his or her employment at common law or pursuant to any applicable laws or under the grantee’s service contract with the Company or the relevant subsidiary of the Company or the relevant Invested Entity before exercising his Option in full, the Option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable.

(m) Rights on death

If a grantee of an Option ceases to be an eligible employee of the Group by reason of his death before exercising the Option in full, his or her personal representative(s) may exercise the Option (to the extent which has become exercisable but not already exercised prior to the date of death of the grantee) in whole or in part within a period of 12 months following the date of death or such longer period as the Board may determine.

(n) Rights on ceasing employment

If a grantee of an Option is an eligible employee and ceases to be an eligible employee for any reason other than death or for serious misconduct of other ground referred to in sub-paragraph (l) above before exercising his or her Option in full, the grantee may exercise the Option up to his or her entitlement at the date of cessation in whole or in part (to the extent which has become exercisable and not already exercised), which date shall be the last day on which the grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not, or such longer period following the date of cessation as the Board may determine.

(o) Rights on breach of contract

If the Directors shall at their absolute discretion determine that the grantee of any Option (other than an eligible employee) or his or her associate has committed any breach of any contract entered into between the grantee or his or her associate on the one part and the Group or any Invested Entity on the other part or that the grantee has committee any act of bankruptcy

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally, the Directors shall determine that the outstanding option granted to the grantee (whether exercisable or not) shall lapse. In such event, his or her or its Option will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.

(p) Rights on a general offer

If a general or partial offer, whether by way of take-over offer, share repurchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Options granted to them, shareholders of the Company. If such offer becomes or is declared unconditional, a grantee shall be entitled to exercise his or her or its Option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his or her or its Option at any time before the close of such offer (or any revised offer). The Company may in its discretion and notwithstanding the terms of the relevant Option also give notice to a grantee that his or her Option may be exercised at any time within such period as shall be notified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company. If the Company gives such notice that any Option shall be exercised in part only, the balance of the Option shall lapse.

(q) Rights on winding up

In the event a notice is given by the Company to its members to convene a general meeting to consider and approve a resolution for the voluntary winding up of the Company during the Option period, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time no later than two business days prior to the proposed date of the general meeting, exercise his or her Option (to the extent which has become exercisable and not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Share Option Scheme (accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of the notice is given) and be allotted the relevant shares credited as fully paid no later than the business day immediately prior to the date of the proposed general meeting and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his or her Option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the Shares in issue on the day prior to the date of such resolution.

(r) Rights on compromise or arrangement between the Company and its creditors

In the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its members (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as it gives notice of the meeting to its members or creditors to considers such a scheme or arrangement, and thereupon any grantee (or his or her legal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling two calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the Court be entitled to exercise his

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

or her or its Option (to the extent which has become exercisable and not already exercised), but the exercise of the Option shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective. The Company may thereafter require such grantee to transfer or otherwise deal with the Shares issued as a result of such exercise of his or her or its Option so as to place the grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

(s) Effect of Alterations to Capital Structure

In the event of a capitalisation issue, right issue, sub-division or consolidation of shares or reduction of capital or an issue of securities with a price-dilutive element, such as open offer, of the Company whilst an Option remains exercisable, such corresponding alterations (if any) certified by the Auditors of or an independent financial adviser to the Company as fair and reasonable will be made to the number of Shares the subject matter of the New Share Option Scheme and the Option so far as unexercised and/or the subscription price and/or the method of exercise of the Option concerned , provided that (i) any alteration shall give the grantee the same proportion of the issued share capital to which he or she or it was entitled prior to such alteration and that the aggregate subscription price payable by the grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event; (ii) no alteration shall be made the effect of which would be to enable a Share to be issued at less than its nominal value; and (iii) no such adjustment will be required in circumstances whether there is an issue of Shares or other securities of the Group as consideration in a transaction. In addition, in respect of any such adjustments, other than any adjustments made on a capitalization issue, such Auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements set out in Rule 17.03 (13) of the Listing Rules and the note thereto, the Supplementary Guidance on Rule 17.03(13) of the Listing Rules, and/or such other relevant requirement under the Listing Rules prescribed from time to time.

(t) Cancellation of Options

Any cancellation of Options granted but not exercised must be approved by shareholders of the Company in general meeting, with participants and their associates abstaining from voting. Any vote taken at the general meeting to approve such cancellation shall be taken by poll. Where any Options granted but not exercised is cancelled by approval of shareholders of the Company in general meeting, the Company may issue new Options to the same Participant, provided that the issuance of new Options shall only be made under the New Share Option Scheme with available unissued Options (excluding cancelled Options) within the limit approved by the shareholders under paragraph (c).

(u) Termination of the New Share Option Scheme

The Company, by resolution in general meeting at any time terminate the operation of the New Share Option Scheme and in such event no further Option will be offered but the provisions of the New Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (v) Rights are personal to grantee

An Option is personal to a grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such grantee.

(w) Lapse of Option

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (aa) the expiry of the periods or dates referred to in paragraphs (l), (m), (n), (o), (p), (q) and (r); and

• (bb) the date on which a breach of the provision restriction on transfer and assignment of an Option referred to in paragraph (v) is committed.

• (x) Other terms of the New Share Option Scheme

• (aa) The terms and conditions of the New Share Options Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered except with the approval of the shareholders of the Company in general meeting, except where such alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (bb) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the shareholders of the Company in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (cc) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

• (dd) Any change to the authority of the Directors or the scheme administrators in relation to any alteration to the term of the New Share Option Scheme shall be approved by the shareholders of the Company in general meeting except where the alteration take effect automatically under the existing terms of the New Share Option Scheme.

• (ee) The New Share Option Scheme shall be subject to the administration of the Board (including the independent non-executive Directors).

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (y) Present status of the New Share Option Scheme

At the Latest Practicable Date, no Option has been granted or agreed to be granted under the New Share Option Scheme.

Application will be made to the Stock Exchange for listing of, and permission to deal in, on the Stock Exchange any Shares which may be issuable upon the exercise of any Options which may be granted under the New Share Option Scheme.

• (z) Values of all Options that can be granted under the New Share Option Scheme

The Directors consider that it is not appropriate or helpful to the Shareholders to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders, since the Options to be granted shall not be assignable, and no holder of the Options shall in any way sell, transfer, charge, mortgage or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option.

In addition, the calculation of the value of the Options is based on a number of variables such as exercise price, the exercise period, interest rate, expected volatility and other relevant variables. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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, 23 November 2018 at 10:00 a.m. for the following purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT : -

• (a) subject and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the ordinary share(s) of HK$0.01 each in the capital of the Company (the “ Share(s) ”) to be allotted and issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the “ New Share Option Scheme ”), the rules of which are contained in the document marked “A” produced to the meeting and signed by the chairman of the meeting for the purpose of identification, the New Share Option Scheme be and is hereby approved and adopted and the board of directors of the Company be and are hereby authorised to grant options thereunder and to issue and allot from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme; and

• (b) the aggregate number of Shares to be allotted and issued pursuant to (a) above, together with any issue of Shares upon the exercise of any options granted under any other share option schemes of the Company as may from time to time adopted by the Company, shall not exceed 113,892,073 Shares, representing 10% of the total number of Shares in issue as at the date of passing of this resolution.”

By order of the Board Inspur International Limited Mr. Wang Xingshan Chairman

Hong Kong, 6 November 2018

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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 deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

4. For the purpose of determining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 20 November 2018 to Friday, 23 November 2018, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. (Hong Kong time) on Monday, 19 November 2018.

5. In the case of joint holders of shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, then one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, 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.

6. 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 comprises Mr. Wang Xingshan, Mr. Lee Eric Kong and Mr. Jin Xiaozhou, Joe as executive Directors, Mr. Dong Hailong as non-executive Director, and Ms. Zhang Ruijun, Mr. Wong Lit Chor, Alexis and Mr. Ding Xiangqian as independent non-executive Directors.

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