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TravelSky Technology Limited — Proxy Solicitation & Information Statement 2006
Dec 21, 2006
49402_rns_2006-12-21_39f3e024-e18d-409e-8900-83f6bc8d665d.pdf
Proxy Solicitation & Information Statement
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code : 0696)
SECOND SUPPLEMENTARY NOTICE OF THE EXTRAORDINARY GENERAL MEETING
This notice is supplemental to the notice (“ Notice ”) issued by TravelSky Technology Limited (“ Company ”) dated 23 November 2006 of extraordinary general meeting (“ EGM ”) to be held at Conference Room 1907, Floor 19, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People’s Republic of China (“ PRC ”) at 10:00 a.m. on Tuesday on 9 January 2007 as supplemented by the first supplementary notice dated 24 November 2006. Details of the proposed resolutions to be considered at the EGM were set out in the Notice.
On 15 December 2006, China Southern Air Holding Company (中國南方航空集團公司), a promoter and substantial shareholder (“ Shareholder ”) of the Company, requested the Company in writing for the inclusion of the following proposed resolution to be considered at the EGM.
Pursuant to the written request dated 15 December 2006 from China Southern Air Holding Company, the following ordinary resolution is proposed to be considered at the EGM as resolution numbered 3:
“3. To consider and approve the election of Mr. Jing Gongbin, as the shareholder representative supervisor, for the third supervisory committee of the Company (“ Supervisory Committee ”) for a term of 3 years commencing on the conclusion of the EGM, and to authorise the third board of directors of the Company on behalf of the Company to execute the necessary documents including the supervisor’s service contract with Mr. Jing and determine his remuneration of supervisor.”
Biography of Mr. Jing Gongbin is as follows:
Jing Gongbin, aged 32, is a holder of master degree of business administration and graduated from Xiamen University. In June 1995, Mr. Jing joined China Southern Airlines, which is listed on the Main Board of The Stock Exchange of Hong Kong Limited Company Limited and is a subsidiary of the Company’s promoter, China Southern Air Holding Company. From July 2002 to December 2004, he served in the Planning and Investment Department of China Southern Air Holding Company. From December 2004 to April 2006, he worked in the administrative office of China Southern Air Holding Company. From April 2006 to present, he has served as the assistant to the head of the Planning and Investment Department of China Southern Air Holding Company.
The Company will enter into service contract with Mr. Jing Gongbin, the elected shareholder representative supervisor of the third Supervisory Committee. The Company will determine the remuneration of Mr. Jing with reference to the prevailing market price and his working experience. As at the date of this supplementary notice, Mr. Jing did not have any interest in shares, underlying shares and debenture in the Company and associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong). Save as the disclosure in the biography, Mr. Jing did not have any relationship with any other directors, supervisors, senior management, substantial or controlling Shareholders of the Company. Save as the disclosure in the biography, Mr. Jing did not hold any position as director and supervisor nor other important appointments and titles in any listed public companies in the past three years. There is no other information required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. There are no other matters concerning Mr. Jing that need to be notified to the Shareholders.
This supplementary notice together with a supplementary proxy form in respect of the newly proposed resolution to the EGM set out in this supplementary notice will be despatched to the Shareholders on 21 December 2006. Shareholders who intend to attend the EGM by proxy and vote on the newly proposed resolution at the EGM set out in this supplementary notice are requested to deliver the duly completed and signed supplementary proxy form to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H shares of the Company), or the registered address of the Company at 18-20/F, South Wing, Park C, Raycon InfoTech Park, No. 2, Ke Xue Yuen South Road, Haidian District, Beijing, 100080, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time appointed for the EGM or any adjournment thereof.
By order of the Board TravelSky Technology Limited Zhu Yong Chairman
Beijing, the PRC 21 December 2006
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Notes:
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As advised by China Southern Air Holding Company, as Ms. Ren Mudi, the original candidate for shareholder representative supervisor under the proposed resolution no. 2(c) as set out in the Notice, has resigned from her office for personal reasons and is therefore unable to accept the appointment as a shareholder representative supervisor, representing China Southern Air Holding Company, China Southern Air Holding Company proposed the appointment of Mr. Jing Gongbin as a candidate for shareholder representative supervisor to take the place of Ms. Ren. Accordingly, the Supervisory Committee resolved on 19 December 2006 that the proposed resolution of China Southern Air Holding Company be submitted to the EGM for consideration and approval and the proposed resolution no. 2 set out in the Notice be amended to the effect that the proposed resolution no. 2(c) as set out in the Notice be removed. Hence, the proposed resolution no. 2(c) set out in the Notice will not be put forward at the EGM for voting. For the avoidance of doubt, the proxy form despatched to the Shareholders together with the Notice which have already been delivered to the branch share registrar of the Company or the registered address of the Company shall remain valid in respect of the instructions to resolution nos. 1(a) to (o), 2 (a) to (b) and 2(d) to (f) set out therein.
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The register of members of the Company has been closed since Monday, 11 December, 2006 and will be closed up to and including Monday, 8 January, 2007, during which no share transfers would be effected. Holders of the Company’s H shares and domestic shares whose names appeared on the register of members of the Company at the close of business on Friday, 8 December, 2006 will be entitled to attend the EGM to be held on Tuesday, 9 January 2007.
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As at the date of this supplementary notice, the board of the directors of the Company comprises:
Chairman: Mr. Zhu Yong; Executive Directors: Mr. Zhu Xiaoxing, Mr. Ding Weiping and Mr. Song Jinxiang; Non-executive Directors: Mr. Wang Quanhua, Mr. Cao Jianxiong, Mr. Gong Guokui, Mr. Rong Gang, Mr. Yang Yatie, Mr. Li Xiaoguang, Mr. Si Yupei, and Mr. Song Jian;
Independent non-executive Directors: Mr. Wu Jiapei, Mr. Chow Kwok Wah, James and Mr. Yick Wing Fat, Simon.
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