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Kingsoft Corporation Limited — Proxy Solicitation & Information Statement 2021
Nov 23, 2021
50914_rns_2021-11-23_8291a3db-f087-490b-9d5e-b637654a008a.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.
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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 (the “ Extraordinary General Meeting ”) of Kingsoft Corporation Limited (the “ Company ”) will be held at Building D, Xiaomi Campus, No. 33 Xierqi Middle Road, Haidian District, Beijing, the PRC on Thursday, 9 December 2021 at 11 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution, as an Ordinary Resolution of the Company:
ORDINARY RESOLUTION
“ THAT , subject to and conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in, the ordinary shares of US$0.0005 each in the capital of the Company (or of such other nominal amount as may result from a sub-division, consolidation or reduction of the share capital of the Company from time to time) (the “ Shares ”) or any part thereof to be issued pursuant to the exercise of any options that may be granted under the new share option scheme of the Company (the “ New Share Option Scheme ”), the terms of which are contained in the document marked “A” produced to the meeting and for the purpose of identification signed by the Chairman of the meeting, the New Share Option Scheme be and is hereby approved and adopted as the new share option scheme of the Company and the directors of the Company be and are hereby authorised 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, notwithstanding that they or any of them may be interested in the same, including without limitation to:
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(a) administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for Shares;
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(b) modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is/are effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange;
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(c) issue and allot from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options granted under the New Share Option Scheme 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 share option schemes of the Company shall not exceed ten (10) percent of the relevant class of the issued share capital of the Company as at the date of passing this resolution (the “ Scheme Mandate Limit ”), with the acknowledgement that the Company may seek an approval from its shareholders in general meeting to refresh the Scheme Mandate Limit from time to time but provided always 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 in aggregate exceed thirty (30) percent of the issued share capital of the Company from time to time; and
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(d) make application at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued Shares may be listed at the relevant time for the listing of, and permission to deal in, any Shares or any part thereof that may hereafter from time to time be issued and allotted pursuant to the exercise of options granted under the New Share Option Scheme.”
By Order of the Board Kingsoft Corporation Limited Jun LEI Chairman of the Board
Hong Kong, 24 November 2021
Principal place of business in Hong Kong:
Suite 3208, 32/F, Tower 5 The Gateway, Harbour City Tsim Sha Tsui, Kowloon Hong Kong
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Notes:
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(a) A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a member of the Company but must attend the Extraordinary General 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. Furthermore, taking into account of the epidemic caused by novel coronavirus pneumonia, in order to facilitate the prevention and control of the epidemic and to safeguard the health and safety of the members and investors, the Company suggests that the members appoint the Chairman of the Extraordinary General Meeting as a proxy to vote on the resolution, instead of attending the Extraordinary General Meeting in person.
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(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 certified 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).
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(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.
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(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 or she 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 first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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(e) Further details regarding the above resolution are set out in the Appendix to the circular to shareholders of the Company dated 24 November 2021.
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(f) Voting for the ordinary resolution set out in the notice will be taking by poll.
As at the date of this notice, the executive Directors are Messrs. Tao ZOU and Yuk Keung NG; the Non-executive Directors are Messrs. Jun LEI, Pak Kwan KAU and Chi Ping LAU; the Independent Non-executive Directors are Messrs. Shun Tak WONG, David Yuen Kwan TANG and Ms. Wenjie WU.
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