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TravelSky Technology Limited Proxy Solicitation & Information Statement 2006

Nov 23, 2006

49402_rns_2006-11-23_6f8d292c-dfd1-451d-8c09-094d82d48df5.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)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 9 JANUARY, 2007

No. of shares to which this Proxy relates[(Note 2)] Type of shares (domestic shares or H shares) to which this Proxy relates[(Note 2)]

I/We[(Note 3)]

of

being shareholder(s) of TRAVELSKY TECHNOLOGY LIMITED (the “Company”) hereby appoint[(Note 4)] the Chairman of the Meeting or of as my/our proxy to attend, act and vote for

me/us and on my/our behalf at the Extraordinary General Meeting (“EGM”) of the Company 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 at 10:00 a.m. on Tuesday, 9 January, 2007 and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of the EGM of the Company dated 23 November, 2006 and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS For[(Note 5)] Against[(Note 5)]

  1. To consider and approve the election of the following 15 candidates in separate resolution as directors, three of whom are independent non-executive directors, for the third board of directors of the Company (“Board”) for a term of 3 years commencing on the conclusion of the EGM and to authorise the Board on behalf of the Company to execute necessary documents including the service contracts with the elected directors for the third Board and determine their remuneration.

    • a. Zhu Yong (executive director) b. Zhu Xiaoxing (executive director) c. Ding Weiping (executive director) d. Song Jinxiang (executive director)

    • e. Wang Quanhua (non-executive director)

    • f. Cao Jianxiong (non-executive director) g. Gong Guokui (non-executive director) h. Rong Gang (non-executive director) i. Sun Yongtao (non-executive director) j. Liu Dejun (non-executive director) k. Xia Yi (non-executive director) l. Song Jian (non-executive director) m. Chow Kwok Wah, James (independent non-executive director) n. Yick Wing Fat, Simon (independent non-executive director) o. Yuan Yaohui (independent non-executive director)

  2. To consider and approve the election of the following 6 candidates in separate resolution as supervisors, comprising five shareholder representative supervisors and one independent 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 Board on behalf of the Company to execute necessary documents including the service contracts with the elected supervisors for the third Supervisory Committee and determine their remuneration.

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  • a. Li Xiaojun b. Du Hongying c. Ren Mudi d. Zhang Yakun e. Yu Yanbing f. Rao Geping (independent supervisor)

Signature(s)[ (Note 6)] :

Date:

Notes:

  1. Important: You should first review the Notice of the EGM of the Company dated 23 November, 2006 before appointing a proxy.

  2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s). Please also insert the type of shares (domestic shares or H shares) to which the proxy relates.

  3. Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in block letters. If the authorized person is a legal person, please fill in the whole name of the legal person and its registered address.

  4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.

  7. Where there are joint registered holders of any share, any one of such persons may vote at the 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 joint holders is present at the Meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  8. To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the registered address of the Company at TravelSky Technology Limited, Floor 18-20, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing 100080, the People’s Republic of China not less than 24 hours before the time appointed for the EGM. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited, Room 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.