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TravelSky Technology Limited — Board/Management Information 2016
Sep 1, 2016
49402_rns_2016-09-01_319564ac-a627-4dad-a177-d936462916be.pdf
Board/Management Information
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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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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00696)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of TravelSky Technology Limited (the “ Company ”) will be held at Conference Room, Prime Hotel, 2 Wangfujing Ave., Dongcheng District, Beijing, the PRC, at 10 a.m. on Tuesday, 18 October 2016 to consider and, if thought fit, approve the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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To consider and approve the election of the Directors of the sixth session of the Board of the Company:
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1.1 To consider and approve the resolution in relation to the re-appointment of Mr. Cui Zhixiong as an executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.2 To consider and approve the resolution in relation to the re-appointment of Mr. Xiao Yinhong as an executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.3 To consider and approve the resolution in relation to the re-appointment of Mr. Cao Jianxiong as a non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.4 To consider and approve the resolution in relation to the re-appointment of Mr. Li Yangmin as a non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.5 To consider and approve the resolution in relation to the re-appointment of Mr. Yuan Xin’an as a non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.6 To consider and approve the resolution in relation to the re-appointment of Mr. Cao Shiqing as an independent non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.7 To consider and approve the resolution in relation to the re-appointment of Dr. Ngai Wai Fung as an independent non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM;
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1.8 To consider and approve the resolution in relation to the appointment of Mr. Liu Xiangqun as an independent non-executive Director of the sixth session of the Board of the Company for a term of office of three years commencing from the conclusion of the EGM.
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To consider and approve the election of certain Supervisors of the sixth session of the Supervisory Committee of the Company:
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2.1 To consider and approve the resolution in relation to the re-appointment of Ms. Zeng Yiwei as a shareholder representative Supervisor of the sixth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the EGM;
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2.2 To consider and approve the resolution in relation to the re-appointment of Mr. He Haiyan as a shareholder representative Supervisor of the sixth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the EGM;
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2.3 To consider and approve the resolution in relation to the re-appointment of Mr. Rao Geping as the independent Supervisor of the sixth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the EGM.
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To consider and approve the remuneration standards for Directors of the sixth session of the Board.
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To consider and approve the remuneration standards for Supervisors of the sixth session of the Supervisory Committee.
By order of the Board TravelSky Technology Limited Cui Zhixiong Chairman
Beijing, the PRC
2 September 2016
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Notes:
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Details of the above resolutions are set out in the circular of the Company dated 2 September 2016.
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For the purpose of determining Shareholders’ entitlement to attend the EGM, the H Share register of members of the Company will be closed from Sunday, 18 September 2016 to Tuesday, 18 October 2016 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Thursday, 15 September 2016. The holders of H Shares whose names appear on the Register of Members of the Company maintained by Hong Kong Registrars Limited on or before the above date will be eligible to attend the EGM.
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Each shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on behalf of him/her. A proxy needs not to be a Shareholder of the Company.
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In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, should be completed and deposited at the liaison office of the Company in Beijing (for holders of Domestic Shares) or the Registrar of the Company (for holders of H Shares), at least 24 hours before the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.
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In case of joint shareholdings and the shareholder or the proxy attending the EGM is more than one person, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint shareholdings.
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Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the liaison office of the Company in Beijing at No. 157, Dongsi West Street, Dongcheng District, Beijing 100010, the PRC, on or before Tuesday, 27 September 2016 in person, by mail or by fax.
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The EGM is expected to last for half a day. Shareholders (or their proxies) attending the EGM shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when they attend the EGM.
As at the date of this announcement, the Board comprises:
Executive Directors: Mr. Cui Zhixiong (Chairman) and Mr. Xiao Yinhong; Non-executive Directors: Mr. Cao Jianxiong, Mr. Li Yangmin and Mr. Yuan Xin’an; Independent non-executive Directors: Mr. Cheung Yuk Ming, Mr. Cao Shiqing and Dr. Ngai Wai Fung.
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