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Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2021
May 26, 2021
49324_rns_2021-05-26_03440951-1bb7-43e0-a14b-271355fdc3e9.pdf
Proxy Solicitation & Information Statement
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INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 596)
Second Proxy Form for use at the Annual General Meeting to be convened on 11 June 2021 at 10:00 a.m. (“AGM”) (or any adjournment thereof)
I/We (Note 1)
of
being(the “the Shares registered”) in holder(s)the capitalof (Note of 2) Inspur________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________International Limited (the “ Company ”), hereby appoint the chairman of thesharesAGMof HK$0.01or (Note each 3)
of
as my/our proxy (Note 4) to act for me/us at the AGM (and at any adjournment thereof) of the Company to be held at Meeting Room no. 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC, on Friday, 11 June 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the AGM and at the AGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS FOR (Note 5) AGAINST (Note 5) 1 ToCompanyreceive(theand“adopt Director(s) the audited”) and consolidatedthe auditors offinancialthe Companystatements(the and“ Auditors reports”)offorthethedirectorsyear endedof the31 December 2020. 2 (a) To re-elect Mr. Wang Yusen as an executive Director. (b) To re-elect Mr. Dong Hailong, Joe as a non-executive Director. (c) To re-elect Ms. Zhang Ruijun as an independent non-executive Director. (d) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors. 3 To re-appoint Deloitte Touche Tohmatsu as the Auditors and to authorise the Board to fix their remuneration. 4 To grant a general mandate to the Directors to allot and issue Shares (Note 6) . 5 To grant a general mandate to the Directors to repurchase Shares (Note 6) . 6 To extend the general mandate granted to the Directors to issue Shares by the nominal amount of the Shares repurchased (Note 6) .
Signed this day of 2021.
Shareholders’ signature (Notes 7 & 8) :
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.
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Please insert the number of Shares registered in your name(s). If no number is inserted, this second form of proxy (the “ Second Proxy Form ”) will be deemed to relate to all such Shares registered in your name(s).
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Please insert the name and address of the proxy desired in the space provided. Any alteration made to this Second Proxy Form must be initialed by the person who signs it . If no name is inserted, the duly appointed chairman of the AGM will set as your proxy.
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A proxy need not be the chairman of the AGM. If you wish to appoint a person other than the chairman of the AGM as your proxy, please delete the words “the chairman of the AGM or” and insert the name and address of the person appointed as your proxy in the space provided.
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IMPORTANT: If you wish to vote for or against the resolution, please place a “ ✔ ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM other than that referred to in the notice convening the AGM.
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The full text of these resolutions appears in the notice of the AGM dated 28 April 2021 and the supplemental notice of the AGM dated 27 May 2021. 7. This Second Proxy Form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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In case of joint holders of any share, any one of such joint holders may vote at the AGM, 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, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.
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A proxy need not be a member of the Company.
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In order to be valid, this Second Proxy Form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
IMPORTANT: A SHAREHOLDER OF THE COMPANY WHO HAS ALREADY LODGED THE FORM OF PROXY WHICH WAS SENT TOGETHER WITH THE NOTICE OF THE ANNUAL GENERAL MEETING DATED 28 APRIL 2020 (THE “ORIGINAL PROXY FORM”) SHOULD NOTE THAT:
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(i) if no Second Proxy Form is lodged with the Company’s branch registrar and transfer office in Hong Kong, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy so appointed by the Shareholder under the Original Proxy Form will be entitled to vote at his discretion or abstain on any resolution properly put to the AGM other than those referred to in the AGM Notice, as supplemented by the Supplemental Notice, and the Original Proxy Form, as revised by the Second Proxy Form;
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(ii) beforeif the Secondthe timeProxyappointedForm foris lodgedholdingwithof thetheAGMCompany’sor any branchadjournmentregistrarthereofand transfer(the “ Closing office Time in Hong”), theKongSecondat a timeProxyinForm,any eventif correctlynot latercompleted,than 48 hourswill be treated as a valid proxy form lodged by the Shareholder and will revoke and supersede the Original Proxy Form previously lodged by the Shareholder; or
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(iii) if the Second Proxy Form is lodged with the Company’s Hong Kong Registrar and Transfer Office after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the Second Proxy Form will be invalid and in the latter case, the validity of the Second Proxy Form will be subject to the discretion of the Board. Whether or not the Second Proxy Form is valid, it will revoke the Original Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy appointed under the Original Proxy Form will not be counted in any poll which may be taken on a proposed resolution. Accordingly, Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form before the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.