TRAVELSKY TECHNOLOGY LIMITED 
By 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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0696) NOTICE OF ANNUAL GENERAL MEETING NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES NOTICE IS HEREBY GIVEN that the following meetings of TravelSky Technology Limited ("Company") shall be held on Tuesday, 5 June 2012 at Conference Room, Prime Hotel, 2 Wangfujing Ave., Dongcheng District, Beijing, the PRC ("PRC"):
(1) the annual general meeting ("AGM") will be held at 10:00
a.m.;
(2) the class meeting for holders of H shares of RMB1.00 each
in the capital of the Company ("H Shares") will be held
immediately after the conclusion of the AGM as stated in (1)
above or the adjournment thereof; and
(3) the class meeting for holders of domestic shares of
RMB1.00 each in the capital of the Company ("Domestic
Shares") will be held immediately after the conclusion of the
aforesaid class meeting as stated in (2) above or the
adjournment thereof.
These meetings are to be held for the following purposes:
1. To consider and approve the report of the board of
directors ("Board") of the Company for the year ended 31
December 2011.
2. To consider and approve the report of the Supervisory
Committee of the Company for the year ended 31 December
2011.
3. To review the auditor's report for the year ended 31
December 2011 and to consider and approve the audited
financial statements of the Group (i.e. the Company and its
subsidiaries) for the year ended 31 December 2011.
4. To consider and approve the allocation of profit and
distribution of final dividend for the year ended 31 December
2011.
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5. To consider and approve the appointment of Baker Tilly
Hong Kong Limited and Baker Tilly China as the international
and PRC auditors of the Company, respectively, for the year
ending 31 December 2012, and to authorise the Board to fix
the remuneration thereof.
Note: The Annual Report of the Company which contains information relating to the above ordinary resolutions numbered 1 to 5 will be dispatched to the shareholders of the Company on or before
20 April 2012.
6. To consider and elect Mr. Xu Zhao as a non-executive
director of the 4th session of the Board for the same term as
other members of the 4th session of the Board; authorize the
Board to determine the remuneration of Mr. Xu according to
the remuneration policy of the 4th session of the Board; and
enter into a service contract with Mr. Xu; and approve the
termination of the office of Mr. Luo Chaogeng as a
non-executive director of the Company, with effect from the
approval granted at the AGM.
7. To consider and, if thought fit, approve the following
resolution as an ordinary resolution:
"THAT:
(a) the general plan of the Construction Project (as defined
in the circular of the Company dated 13 April 2012) and the
construction and investment budget plan of its Phase I work
with an estimated investment amount of approximately RMB3.655
billion be and are hereby approved;
(b) the directors of the Company be and are hereby authorised
to handle all the relevant execution work in relation to the
Phase I work of the Construction Project as they consider
necessary, desirable or expedient, including but not limited
to making appropriate adjustments to the general plan of the
Construction Project or the construction and investment
budget plan of its Phase I work after taking into account f
actors such as economic condition, inflation rate, re
gulatory requirements and operation status of the Group etc.,
provided that the upward or downward adjustment to the total
investment amount of the Phase I work shall not be more than
10%."
8. To consider and, if thought fit, approve the following
resolution as a special resolution: "THAT:
(a) Subject to the limitations imposed by paragraphs (c) and
(d) below and in accordance with the Listing Rules, the
Company Law of the PRC, and other applicable laws and
regulations (in each case as amended from time to time), a
general unconditional mandate be and is hereby granted to the
Board to exercise once or more during the Relevant Period (as
defined in paragraph (e) below) all the powers of the Company
to allot, issue or otherwise deal with new shares on such
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terms and conditions the Board may determine and that, in the
exercise of the powers to allot and issue shares, the
authority of the Board shall include (without
limitation):
(i) the determination of the class and number of the shares
to be allotted; (ii) the determination of the issue price of
the new shares;
(iii) the determination of the opening and closing dates of
the issue of new shares;
(iv) the determination of the class and number of new shares
(if any) to be issued to the existing shareholders;
(v) to make or grant offers, agreements and options which
might require the exercise of such powers; and
(vi) in the case of an offer or issue of shares to the
shareholders of the Company, excluding shareholders who are
residents outside the PRC or the Hong Kong Special
Administrative Region of the PRC, on account of prohibitions
or requirements under overseas laws or regulations or for
some other reasons which the Board considers expedient;
(b) upon the exercise of the powers granted under paragraph
(a), the Board may during the Relevant Period (as defined in
paragraph (e) below) make or grant offers, agreements and
options which might require the shares relating to the
exercise of the authority thereunder being allotted and
issued after the expiry of the Relevant Period (as defined in
paragraph (e) below);
(c) the aggregate nominal amount of the new Domestic Shares
and new H Shares to be allotted or conditionally or
unconditionally agreed to be allotted (whether pursuant to
the exercise of options or otherwise) by the Board pursuant
to the authority granted under paragraph (a) above shall not
exceed twenty per cent. (20%) of the Domestic Shares and H
Shares in issue as at the date of passing of this resolution
respectively;
(d) the Board in exercising the powers granted under
paragraph (a) above shall (i) comply with the Company Law of
the PRC, other applicable laws and regulations of the PRC,
and the Listing Rules (in each case, as amended from time to
time) and (ii) (if required) be subject to the approvals of
the China Securities Regulatory Commission and relevant
authorities of the PRC;
(e) for the purposes of this Resolution: "Relevant Period"
means the period from the date of the passing of this
resolution until whichever is the earliest of:
(i) twelve months from the date of passing this
resolution;
(ii) the conclusion of the next annual general meeting of the
Company; or
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(iii) the date on which the powers granted by this resolution
is revoked or varied by a special resolution of the
shareholders of the Company in any general meeting; and
(f) subject to the Listing Committee of The Stock Exchange of
Hong Kong Limited granting or agreeing to grant listing of,
and permission to deal in, the H Shares proposed to be issued
by the Company and (if required) the approval of the China
Securities Regulatory Commission for the issue of shares by
the Company, the Board be and is hereby authorised to amend,
as they may deem appropriate and necessary, the articles of
association of the Company to reflect the change in the share
capital structure of the Company in the event of an exercise
of the powers granted under paragraph (a) to allot and issue
new shares."
9. To consider and, if thought fit, approve the following
resolution as a special resolution: "THAT:
(a) subject to paragraphs (b) and (c) below and subject to
all applicable laws, standards, system and/or requirements of
the governmental or regulatory body of securities in the PRC,
The Stock Exchange of Hong Kong Limited ("Stock Exchange") or
of any other governmental or regulatory body, the Board be
and is hereby authorised to exercise, whether by a single
exercise or otherwise, all the powers of the Company to
repurchase the H Shares on the Stock Exchange during the
Relevant Period (as defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be
repurchased pursuant to the authority granted under paragraph
(a) above during the Relevant Period (as defined in paragraph
(d) below) shall not exceed 10 per cent. of the aggregate
nominal value of H Shares in issue of the Company as at the
date of passing of this resolution;
(c) the exercise of the authority granted under paragraph (a)
above shall be conditional upon:
(i) the passing of a special resolution on the same terms as
the resolution set out in this paragraph 9 (except for this
sub-paragraph (c)(i)) at each of the class meeting for
holders of Domestic Shares and the class meeting for holders
of H Shares, both to be held on the date of the annual
general meeting as convened by this notice (or on such
adjourned date as may be applicable);
(ii) t h e approvals of State-owned Assets Supervision and
Administration Commission of the State Council and State
Administration of Foreign Exchange of the PRC (or their
respective successor authorities) and/or (if appropriate) any
other regulatory authorities as required by the laws,
standards and system of the PRC being obtained by the
Company; 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 notification procedure set out in Article 28
of the articles of association ("Articles") of the
Company;
(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:
(i) the conclusion of the next annual general meeting
following the passing of this special resolution; and
(ii) the date on which the authority conferred by this
special resolution is revoked or varied by a special
resolution of the shareholders of the Company in any general
meeting or by a special resolution of holders of H Shares or
holders of Domestic Shares at their respective class
meetings; and
(e) subject to approval of all relevant governmental
authorities in the PRC for the repurchase of such H Shares
being granted, the Board be and is hereby authorised to:
(i) make such corresponding amendments to the Articles 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 exercise of the authority to repurchase any
H Shares of the Company as conferred under paragraph (a)
above; and
(ii) file the amended Articles with the relevant governmental
authorities of the
PRC."
1. To consider and, if thought fit, approve the following
resolution as a special resolution: "THAT:
(a) subject to paragraphs (b) and (c) below and subject to
all applicable laws, standards, system and/or requirements of
the governmental or regulatory body of securities in the
People's Republic of China ("PRC"), The Stock Exchange of
Hong Kong Limited ("Stock Exchange") or of any other
governmental or regulatory body, the Board be and is hereby
authorised to exercise, whether by a single exercise or
otherwise, all the powers of the Company to repurchase the H
Shares on the Stock Exchange during the Relevant Period (as
defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be
repurchased pursuant to the authority granted under paragraph
(a) above during the Relevant Period (as
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defined in paragraph (d) below) shall not exceed 10 per cent.
of the aggregate nominal value of H Shares in issue of the
Company as at the date of passing of this resolution;
(c) the exercise of the authority granted under paragraph (a)
above shall be conditional upon:
(i) the passing of a special resolution on the same terms as
the resolution set out in this paragraph (except for this
sub-paragraph (c)(i)) at each of the annual general meeting
and the class meeting for holders of Domestic Shares, both to
be held on the date of the class meeting for holders of H
Shares as convened by this notice (or on such adjourned date
as may be applicable);
(ii) t h e approvals of State-owned Assets Supervision and
Administration Commission of the State Council and State
Administration of Foreign Exchange of the PRC (or their
respective successor authorities) and/or (if appropriate) any
other regulatory authorities as required by the laws,
standards and system of the PRC being obtained by the
Company; and
(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 notification procedure set out in Article 28
of the articles of association ("Articles") of the
Company;
(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:
(i) the conclusion of the next annual general meeting
following the passing of this special resolution; and
(ii) the date on which the authority conferred by this
special resolution is revoked or varied by a special
resolution of the shareholders of the Company in any general
meeting or by a special resolution of holders of H Shares or
holders of Domestic Shares at their respective class
meetings; and
(e) subject to approval of all relevant governmental
authorities in the PRC for the repurchase of such H Shares
being granted, the Board be and is hereby authorised to:
(i) make such corresponding amendments to the Articles 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 exercise of the authority to repurchase any
H Shares of the Company as conferred under paragraph (a)
above; and
(ii) file the amended Articles with the relevant governmental
authorities of the
PRC."
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1. To consider and, if thought fit, approve the following
resolution as a special resolution: "THAT:
(a) subject to paragraphs (b) and (c) below and subject to
all applicable laws, standards, system and/or requirements of
the governmental or regulatory body of securities in the
People's Republic of China ("PRC"), The Stock Exchange of
Hong Kong Limited ("Stock Exchange") or of any other
governmental or regulatory body, the Board be and is hereby
authorised to exercise, whether by a single exercise or
otherwise, all the powers of the Company to repurchase the H
Shares on the Stock Exchange during the Relevant Period (as
defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be
repurchased pursuant to the authority granted under paragraph
(a) above during the Relevant Period (as defined in paragraph
(d) below) shall not exceed 10 per cent. of the aggregate
nominal value of H Shares in issue of the Company as at the
date of passing of this resolution;
(c) the exercise of the authority granted under paragraph (a)
above shall be conditional upon:
(i) the passing of a special resolution on the same terms as
the resolution set out in this paragraph (except for this
sub-paragraph (c)(i)) at each of the annual general meeting
and the class meeting for holders of H Shares, both to be
held on the date of the class meeting for holders of Domestic
Shares as convened by this notice (or on such adjourned date
as may be applicable);
(ii) t h e approvals of State-owned Assets Supervision and
Administration Commission of the State Council and State
Administration of Foreign Exchange of the PRC (or their
respective successor authorities) and/or (if appropriate) any
other regulatory authorities as required by the laws,
standards and system of the PRC being obtained by the
Company; and
(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 notification procedure set out in Article 28
of the articles of association ("Articles") 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:
(i) the conclusion of the next annual general meeting
following the passing of this special resolution; and
(ii) the date on which the authority conferred by this
special resolution is revoked or varied by a special
resolution of the shareholders of the Company in any general
meeting or by a special resolution of holders of H Shares or
holders of Domestic Shares at their respective class
meetings; and
(e) subject to approval of all relevant governmental
authorities in the PRC for the repurchase of such H Shares
being granted, the Board be and is hereby authorised to:
(i) make such corresponding amendments to the Articles 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 exercise of the authority to repurchase any
H Shares of the Company as conferred under paragraph (a)
above; and
(ii) file the amended Articles with the relevant governmental
authorities of the
PRC."
By order of the Board
Chairman
Beijing, the People's Republic of China
13 April 2012
Registered office:
7 Yu Min Da Street,
Houshayu Town, Shunyi District, Beijing 101308,
the PRC
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Notes:
1. For the identification of shareholders who are qualified to attend the AGM and the class meeting for holders of H Shares, the register of holders of H Shares of the Company will be closed from Saturday, 5
May 2012 to Tuesday, 5 June 2012 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of the H Shares and Domestic Shares whose names appear on the register of members of the Company on Tuesday, 5 June 2012 are entitled to attend the AGM and the class meetings. Transfers of H Shares must be lodged with the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:30 p.m. on Friday, 4 May 2012 in order to entitle the transferee to attend the AGM and the class meeting for holders of H Shares.
2. If the distribution of the proposed final cash dividend (which is RMB0.12 per share (pre-tax)) for the year ended 31 December 2011 is approved by the shareholders of the Company at the AGM, in order to ascertain the entitlements of the shareholders of the Company to receive the proposed final cash dividend, the register of holders of H Shares of the Company will be closed from Saturday, 9 June 2012 to Thursday, 14 June 2012 (both days inclusive), during which period no transfer of H Shares will be effected. Holders of H Shares and Domestic Shares whose names appear on the registers of members of the Company on Thursday, 14 June 2012 are entitled to the proposed final cash dividend. Transfers of H Shares must be lodged with the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:30 p.m. on Friday, 8 June 2012 in order to entitle the transferee to receive the proposed final cash dividend.
3. Each shareholder who is entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his or her behalf at the AGM. Each holder of H Shares who is entitled to attend and vote at the class meeting for holders of H Shares may appoint one or more proxies to attend and vote on his or her behalf at such class meeting. Each holder of Domestic Shares who is entitled to attend and vote at such class meeting for holders of Domestic Shares may appoint one or more proxies to attend and vote on his or her behalf at such class meeting. A proxy need not be a member of the Company.
4. 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 Limited within the same period of time.
5. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the relevant meeting or any adjournment thereof. If such member attends the meeting(s), his form of proxy will be deemed to have been revoked.
6. Shareholders who intend to attend the AGM and the class meetings in person or by proxy should return the reply slip for attending the AGM and the class meetings to the registered address of the Company on or before Tuesday, 15 May 2012 in person, by mail or by fax.
7. The AGM and the class meetings are expected to last for half a day. Shareholders (or their proxies) attending the AG M and the class meetings are responsible for their ow n transportation and accommodation expenses.
8. 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 Sun Yude;
Independent non-executive
Directors:
Mr Cheung Yuk Ming, Mr Zhou Deqiang and Mr Pan Chongyi.
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