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TravelSky Technology Limited — Proxy Solicitation & Information Statement 2018
May 8, 2018
49402_rns_2018-05-08_64b94ede-ec83-4929-a7f8-12bf19536b2d.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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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00696)
NOTICE OF 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that the 2018 first Domestic Shareholders’ class meeting (the “ Domestic Shareholders’ Class Meeting ”) of TravelSky Technology Limited (the “ Company ”) shall be held at Corridor Conference Room, Floor 9, Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC on Thursday, 28 June 2018 immediately following the conclusion of the AGM and the H Shareholders’ Class Meeting or any adjournment thereof, for the purpose of considering and approving, if appropriate, the following resolution (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 May 2018):
SPECIAL RESOLUTION
To consider and approve the authorization of a general mandate to the Board of the Company to repurchase H Shares of the Company:
“ THAT :
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(a) subject to paragraphs (b) and (c) below and in compliance with all applicable laws, rules, and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or of any other governmental or regulatory body, a general and unconditional mandate be and is hereby granted to the Board to exercise once or more the powers of the Company to repurchase the issued H Shares on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);
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(b) the number of H Shares authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of H Shares in issue of the Company as at the date of passing of this resolution;
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(c) the approval in paragraph (a) above shall be conditional upon:
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(i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the AGM and the H Shareholders’ Class Meeting to be held on Thursday, 28 June 2018 (or on such adjourned date as may be applicable) for such purpose;
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(ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
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(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the Articles of Association of the Company;
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(d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:
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(i) the conclusion of the next annual general meeting following the passing of this special resolution; or
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(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in any general meeting or by a special resolution of H Shareholders or Domestic Shareholders at their respective class meetings;
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(e) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and be hereby authorised to:
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(i) amend the Articles of Association as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
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(ii) file the amended Articles of Association with the relevant governmental authorities of the PRC.”.
By order of the Board TravelSky Technology Limited Cui Zhixiong Chairman
Beijing, the People’s Republic of China 9 May 2018
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Notes:
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Details of the above resolutions are set out in the appendices to the circular of the Company dated 9 May 2018.
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In accordance with the relevant requirements of the Listing Rules, the resolution set out in the notice of the Domestic Shareholders’ Class Meeting will be voted by way of poll. The poll results will be published at the websites of the Company and the Stock Exchange.
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Each shareholder who is entitled to attend and vote at the Domestic Shareholders’ Class Meeting 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, at least 24 hours before the Domestic Shareholders’ Class Meeting 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 Domestic Shareholders’ Class Meeting 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 Domestic Shareholders’ Class Meeting 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 Domestic Shareholders’ Class Meeting in person or by proxy should return the reply slip to the liaison office of the Company in Beijing on or before Thursday, 7 June 2018 in person, by mail or by fax.
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The Domestic Shareholders’ Class Meeting is expected to last for half a day. Shareholders (or their proxies) attending the Domestic Shareholders’ Class Meeting shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when they attend the Domestic Shareholders’ Class Meeting.
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All times and dates specified herein refer to local times and dates of Beijing, the PRC.
As at the date of this announcement, the Board comprises:
Executive Directors:
- Mr. Cui Zhixiong (Chairman) and Mr. Xiao Yinhong;
Non-executive Directors:
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Mr. Cao Jianxiong, Mr. Li Yangmin and Mr. Yuan Xin’an;
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Independent non-executive Directors:
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Mr. Cao Shiqing, Dr. Ngai Wai Fung and Mr. Liu Xiangqun.
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