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 2024

Jan 4, 2024

49402_rns_2024-01-04_46ddd217-4410-4006-917c-12c600d1afcb.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [418 x 50] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 00696)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 25 JANUARY 2024

No. of shares to which this form of proxy relates [(Note][2)]

Type of shares (domestic shares or H shares) to which this form of proxy relates [(Note][2)]

==> picture [42 x 42] intentionally omitted <==

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 (telephone number(s) (Note 5) : ) or identification document issuing authority and number as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:30 a.m. on Thursday, 25 January 2024 at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the People’s Republic of China or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM of the Company dated 5 January 2024 , and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS For [(Note][6)] Against [(Note][6)] 1. To consider and, if thought fit, to approve the Phase III H Share appreciation rights scheme of the Company (the “ Scheme ”), and authorize the Board to (a) grant the share appreciation rights to the incentive recipients of the Company within a particular period and under certain conditions in accordance with the Scheme and the relevant legal requirements; (b) make corresponding adjustments to the exercise prices and number of share appreciation rights if there is any change in the shareholding structure of the Company as stipulated in the Scheme; (c) amend the Scheme, and to decide and formulate any matters relating to the Scheme during the effective period of Scheme; and (d) proceed with the examination, registration, filing, approval and consent procedures with relevant regulatory authorities and to sign, execute, amend, terminate and complete documents to be submitted to relevant regulatory authorities, organizations and individuals and to do all acts, matters and things deemed necessary, appropriate or expedient in relation to the Scheme. 2. To consider and approve the resolution in relation to the appointment of Mr. Sun Yuquan as a non-executive Director of the seventh session of the Board of the Company for the same term as other members of the seventh session of the Board commencing from the conclusion of the EGM, and the authorization to the Board to determine his remuneration; and the termination of the office of Mr. Zhao Xiaohang as a non-executive Director of the Company, with effect from the approval granted at the EGM. 3. To consider and approve the resolution in relation to the appointment of Mr. Qu Guangji as a non-executive Director of the seventh session of the Board of the Company for the same term as other members of the seventh session of the Board commercing from the conclusion of the EGM, and the authorization to the Board to determine his remuneration; and the termination of the office of Mr. Luo Laijun as a non-executive Director of the Company, with effect from the approval granted at the EGM.

Dated this day of 2024 Signature(s) [(Note][7)] :

Notes:

  1. Important: You should first review the circular and the notice of the EGM of the Company dated 5 January 2024 (the “Notice”) before appointing a proxy.

  2. Please insert the number of shares registered in your name(s) to which this form of 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 this form of 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 shareholder 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, please delete the words “the Chairman of the Meeting or” and insert the name and address or identification document issuing authority and number 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. Please insert the telephone number(s) for the purposes of confirmation and communication in case of emergency during the novel coronavirus pneumonia pandemic period.

  6. 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 EGM other than those referred to in the Notice.

  7. 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.

  8. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, 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 EGM, 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.

  9. 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 liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Tianbei Road, Houshayu Town, Shunyi District, Beijing, the People’s Republic of China not less than 24 hours before the time appointed for the EGM or any adjournment thereof. To be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

  10. All times and dates specified herein refer to local times and dates of Beijing, the People’s Republic of China.