Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

TravelSky Technology Limited Proxy Solicitation & Information Statement 2009

May 25, 2009

49402_rns_2009-05-25_8deb0d0c-5446-4d0f-8aa9-22f0461bf98f.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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

==> picture [458 x 69] intentionally omitted <==

(Stock Code: 0696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of TravelSky Technology Limited (“ Company ”) will be held at Conference Room of the Company, 8/F, No. 157, Dongsi West Street, Dongcheng District, Beijing, the People’s Republic of China, at 11 a.m. on Friday, 10 July 2009 to consider and, if thought fit, pass with or without amendments, the following ordinary resolution:

THAT :

  • (a) the form and substance of the agreement (“ Southern Airline Services Agreement ”) dated 7 May 2009 (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and made between the Company and China Southern Airlines Company Limited(中國南方航空股份有限公司)(“ Southern Airlines ”) in relation to the provision of the Technology Services (as defined in the circular (“ Circular ”) of the Company dated 25 May 2009 (copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification)) to Southern Airlines (including Chongqing Airlines Company Limited(重慶 航空有限責任公司)and Xiamen Airlines Company Limited(廈門航空有限公司)) by the Group (as defined in the Circular) and all the transactions contemplated thereby; and

— 1 —

  • (b) the Annual Caps (as defined in the Circular) for the transactions contemplated under the Southern Airline Services Agreement for the year ending 31 December 2009 as shown in the Circular, be and they are hereby approved and that the directors of the Company be and they are hereby authorised to take any step as they consider necessary, desirable or expedient in connection with the Southern Airline Services Agreement and the transactions contemplated thereby.”

By order of the Board TravelSky Technology Limited Xu Qiang Chairman

Beijing, the People’s Republic of China 25 May 2009

Registered office:

Floor 18-20, South Wing, Park C Raycom InfoTech Park No. 2 Ke Xue Yuan South Road Haidian District, Beijing 100190 the People’s Republic of China

Notes:

  1. The register of holders of H shares of the Company (“ H Shares ”) will be closed from 10 June 2009 to 10 July 2009 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of H Shares and domestic Shares of the Company (“ Domestic Shares ”) whose names appear on the register of members of the Company at the close of business on 9 June 2009 are entitled to attend the EGM. Transfers of H Shares must be lodged with the branch share registrar of the Company’s in Hong Kong, Hong Kong Registrars Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. by 4:30 p.m. on 9 June 2009 in order to entitle the transferee to attend the EGM.

  2. A member entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

— 2 —

  1. The instrument appointing a proxy must be in writing under the hand of the appointer or his 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 that instrument 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. To be valid, for holders of Domestic Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy must be delivered to the registered address of the Company no later than 24 hours before the time appointed for the holding of the meeting. To be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Ltd. within the same period of time.

  2. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof. If such member attends the EGM, his form of proxy will be deemed to have been revoked.

  3. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for attending the EGM to the registered address of the Company on or before 19 June 2009 personally or by mail or fax.

  4. The EGM is expected to last for half a day. Shareholders (or their proxies) attending the EGM are responsible for their own transportation and accommodation expenses.

  5. As at the date hereof, the board of the directors of the Company comprises:

Executive directors: Mr Xu Qiang (Chairman) , Mr Cui Zhixiong and Mr Xiao Yinhong; Non-executive directors: Mr Wang Quanhua, Mr Luo Chaogeng and Mr Cao Guangfu; Independent non-executive directors: Mr Yick Wing Fat, Simon, Mr Yuan Yaohui and Mr Chua Keng Kim.

— 3 —