Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2022

Nov 22, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, a bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Inspur International Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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.

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

(1) PROPOSED CHANGE OF COMPANY NAME

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an Extraordinary General Meeting (“ EGM ”) of the Company to be held at Meeting Room 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC on Wednesday, 14 December 2022 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 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 respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.inspur.com). Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. If you attend and vote at the EGM, the instrument appointing your proxy will be deemed to have been revoked.

22 November 2022

CONTENTS

		Page
Definitions . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
The EGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Notice of EGM . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

−i −

DEFINITIONS

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

“Articles of Association” the Amended and Restated Articles of Association of the Company currently in effect

“Board” the board of Directors

“Chairman” the chairman of the Board “Company” Inspur International Limited (浪潮國際有限公司), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 596) “Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be held at Meeting Room 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC on Wednesday, 14 December 2022 at 10:00 a.m., or any adjournment thereof, to consider and, if thought fit, to approve, among others, the resolution(s) contained in the notice of the meeting which is set out on pages EGM-1 to EGM-2 of this circular

“Group” the Company and its subsidiaries

• “HKD” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 21 November 2022, 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 Stock Exchange

“Proposed Change of Company the proposed change of English name of the Company from Name” “Inspur International Limited” to “Inspur Digital Enterprise Technology Limited” and the dual foreign name in Chinese of the Company from “浪潮國際有限公司” to “浪潮數字企業技 術有限公司”

“PRC”

the People’s Republic of China which, for the purposes of this circular, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan

−1 −

DEFINITIONS

“Registrar”	the Registrar of Companies in the Cayman Islands
“Share(s)”	ordinary share(s) of HKD0.01 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

The English text of this circular, the notice of the EGM and accompanying form of proxy shall prevail over their respective Chinese text in case of inconsistency.

−2 −

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. Wang Yusen Mr. Cui Hongzhi

Non-executive Director

Registered office

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

Ms. Li Chunxiang

Independent non-executive Directors

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

Head office and principal place of business in Hong Kong Flat B&C, 30/F., Tower A Billion Centre 1 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

22 November 2022

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 10 November 2022 in respect of the Proposed Change of Company Name. The purpose of this circular is to provide you with, amongst other things, (i) further information on the Proposed Change of Company Name, so as to enable you to make an informed decision on whether to vote for or against such proposed resolution at the EGM; and (ii) the notice of the EGM to be held for considering, and if thought fit, approving the resolution of the Proposed Change of Company Name.

−3 −

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As disclosed in the Company’s announcement dated 10 November 2022, the Board proposed to change the English name of the Company from “Inspur International Limited” to “Inspur Digital Enterprise Technology Limited” and to adopt “浪潮數字企業技術有限公司” as the duel foreign name in Chinese of the Company to replace its existing name of “浪潮國際有限公司”.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to satisfaction of the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM to be convened for considering, and if thought fit, approving the Proposed Change of Company Name; and

• (ii) the Registrar having approved the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar enters the new English and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar and issues a certificate of incorporation on change of name. The Company will then carry out the necessary registration and/or filing procedures with the Registrar and the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Company is a company listed on the Stock Exchange and the name is used both internally and externally by the Group.

The Group is nationally-leading in terms of its cloud services provision, and as a software provider for enterprises, as well as an excellent service provider for enterprises’ digital transformation. According to the development plans of the Company, the phrase “Digital Enterprise Technology” comprises the keywords highlighting the core technology of the Company and emphasising its innovative drive.

The Board considers that the Proposed Change of Company Name will better reflect the current status of the Group’s business and its direction of future development. The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s business development, and is thus in the best interest of the Company and its Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.

−4 −

LETTER FROM THE BOARD

All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new names of the Company. Once the Proposed Change of Company Name becomes effective, share certificates of the Company will be issued in the new names of the Company and the shares of the Company will be traded on the main board of the Stock Exchange under the new names.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed upon the Proposed Change of Company Name becoming effective.

The Company will make further announcement(s) to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name, the new website of the Company, the new stock short names of the Company for trading of the Shares on the Stock Exchange and other relevant information as and when appropriate in accordance with the Listing Rules.

THE EGM AND PROXY ARRANGEMENT

Set out on pages EGM-1 to EGM-2 of this circular is a notice of the Company convening the EGM which will be held at Meeting Room 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC on Wednesday, 14 December 2022 at 10:00 a.m. for the purpose of considering and if thought fit approving, among others, the Proposed Change of Company Name.

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, no Shareholder had a material interest in the Proposed Change of Company Name, and accordingly, no Shareholder will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name.

A form of proxy for the EGM is enclosed and can also be downloaded from the website of the Stock Exchange (www.hkexnews.hk). Whether or not you wish to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the EGM (or any adjourned meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM (or any adjourned meeting) if you so wish. If the Shareholder attends and votes at the EGM, the instrument appointing the proxy will be deemed to have been revoked.

Further announcement(s) will be made by the Company as and when appropriate to inform the Shareholders of, among other things, the poll results of the EGM, the effective date of the Proposed Change of Company Name and the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange.

−5 −

LETTER FROM THE BOARD

LISTING RULES REQUIREMENT ON VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, 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. The chairlady of the EGM will therefore demand a poll for every resolution put to the vote of the EGM. An announcement will be made by the Company following the conclusion of the EGM to inform Shareholders of the results of EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF TRANSFER BOOKS AND REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Friday, 9 December 2022 to Wednesday, 14 December 2022 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the EGM, all transfers of Shares accompanied by the relevant Share certificates must be lodged with 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 for registration not later than 4:30 p.m. on from Thursday, 8 December 2022.

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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.

GENERAL

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board Inspur International Limited Mr. Wang Xingshan

Chairman

−6 −

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 Meeting Room 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC on Wednesday, 14 December 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“THAT:

subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Inspur International Limited” to “Inspur Digital Enterprise Technology Limited”, and the Chinese name “浪潮數字企業技術有限 公司” be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name “浪潮國際有限公司” with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more director of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing in the Cayman Islands and Hong Kong for and on behalf of the Company.”

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

Hong Kong, 22 November 2022

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

−EGM-1 −

NOTICE OF THE EGM

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.

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 Friday, 9 December 2022 to Wednesday, 14 December 2022 (both dates 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. (Hong Kong time) on Thursday, 8 December 2022.

5. 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.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

7. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the EGM.

As at the date of this notice, the Board comprises Mr. Wang Xingshan, Mr. Wang Yusen and Mr. Cui Hongzhi as executive Directors, Ms. Li Chunxiang as non-executive Director, and Ms. Zhang Ruijun, Mr. Wong Lit Chor, Alexis and Mr. Ding Xiangqian as independent non-executive Directors.

−EGM-2 −