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Kingsoft Corporation Limited Proxy Solicitation & Information Statement 2013

Jun 10, 2013

50914_rns_2013-06-10_3b9244f4-bbb1-4f38-8360-ce4677b34737.pdf

Proxy Solicitation & Information Statement

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

Kingsoft Corporation Limited 金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Kingsoft Corporation Limited (the “ Company ”) will be held at 2:00 p.m. on Thursday, 27 June 2013 at Kingsoft Tower, No. 8 Lianshan Alley, Jingshan Road, Jida, Zhuhai, Guangdong, PRC for the purpose of considering and, if thought fi t, passing, with or without modifi cation, the following resolutions, as Ordinary Resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT with immediate effect:

    • (a) the proposed amendments to the terms of the share option scheme adopted by Kingsoft Cloud on 27 February 2013 (the “ Share Option Scheme ”) as set out in the revised share option scheme, a copy of which is tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identifi cation purpose, be and are hereby approved and confi rmed; and

    • (b) any one director of the Company, or any two directors of the Company if the affi xation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to do all such acts or things and to execute and enter into all documents and arrangements as may be necessary or expedient for the purpose of, or in connection with, the implementation of the amendments to the Share Option Scheme.”

  2. THAT the Shares to be issued pursuant to the exercise of options granted under the refreshed share option scheme limit (the “ Refreshed Share Option Scheme Limit ”) under the Share Option Scheme in the manner as set out in paragraph (a) of this resolution below,

    • (a) the refreshment of the Share Option Scheme Limit of up to 10% of the Shares of Kingsoft Cloud in issue as at the date of passing of this resolution be and is hereby approved; and

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  • (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

By Order of the Board Kingsoft Corporation Limited Jun LEI Chairman

Hong Kong, 11 June 2013

Notes:

  • (a) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you. If more than one proxy is so appointed, the appointment shall specify the number of shares of the Company in respect of which each such proxy is so appointed.

  • (b) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certifi ed copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).

  • (c) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the extraordinary general meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • d) Where there are joint holders of any share of the Company, any one of such holders may vote at the extraordinary general meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the extraordinary general meeting personally or by proxy, that one of such holders so present whose name stands fi rst on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  • (e) Voting for the ordinary resolutions set out in the notice will be taken by poll.

As at the date of this notice, the Executive Directors are Messrs. HongJiang ZHANG, Yuk Keung NG and Tao ZOU; the NonExecutive Directors are Messrs. Jun LEI, Pak Kwan KAU and Chi Ping LAU; the Independent Non-Executive Directors are Messrs. Guangming George LU, David Yuen Kwan TANG, and Ms. Wenjie WU.

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