DTXS SILK ROAD INVESTMENT HOLDINGS COMPANY LIMITED (the “Company”)
This Policy is designed to ensure effective communication of the Company with its shareholders and to encourage their participation. The Board shall regularly review this Policy to ensure its effectiveness.
The Board is committed to providing timely access to information about the Company to its shareholders and the investment community. The Company communicates with its shareholders and the investment community through various channels, including the Company’s financial reports (interim and annual reports), annual general meetings and other general meetings that may be convened, notices of general meetings, circulars, announcements, press releases, as well as by making all disclosures submitted to the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and its corporate communications and other publications on the Company’s website.
The Company maintains an ongoing dialogue with shareholders and in particular, to communicate with them and encourage their participation through annual general meetings or other general meetings.
Policies and Procedures
1. Shareholders’ enquiries
(a) Shareholders can direct their questions about their shareholdings to the Company’s Registrar.
(b) Shareholders and the investment community may request for the Company’s information at any time to the extent such information is publicly available.
(c) Shareholders and the investment community shall be provided with contacts details, email addresses and enquiry lines of the Company to enable them to make any query about the Company.
2. Company’s website
(a) Information on Investor Relations is available on the Company’s website (www.dtxs.com). The information on the Company’s website shall be updated on a regular basis.
(b) Information released by the Company to the Stock Exchange is also posted on the Company’s website immediately thereafter. Such information shall include financial statements, results announcements, other announcements, circulars and notices of general meetings and associated explanatory documents and proxy forms, etc.
(c) Other corporate communications and publications will be made available on the Company’s website.
3. General meetings
(a) Shareholders are encouraged to participate in general meetings, to meet and exchange views on the Company’s business with the Directors and the management, to exercise their right to vote, or to appoint proxies to attend and vote at meetings if they are unable to attend the meetings.
(b) Appropriate arrangements for general meetings shall be in place to encourage participation of the shareholders.
(c) The Company shall arrange for the notice to shareholders to be sent for annual general meetings at least twenty (20) clear business days before the meeting and to be sent at least ten (10) clear business days for all other general meetings.
(d) For each substantially separate issue at a general meeting, a separate resolution shall be proposed by the chairman of the meeting (including the election of individual Directors). The Company shall avoid “bundling” resolutions unless they are interdependent and linked forming one significant proposal. Where the resolutions are “bundled”, the Company shall explain the reasons and material implications in the notice of meetings.
(e) The chairman of the Board, the chairmen of the Board committees or their delegates, and the external auditors shall attend the annual general meetings to answer shareholders’ questions.
4. Procedures for shareholders to put forward resolutions / convene general meetings
The Company shall hold a general meeting as its annual general meeting in every calendar year, within fifteen (15) months of its previous annual general meeting. All general meetings other than annual general meetings shall be called special general meetings.
(a) Moving a resolution at an annual general meeting Shareholder(s) can submit a requisition to move a resolution at an annual general meeting pursuant to Section 79 of the Companies Act 1981. The number of shareholder(s) necessary for a requisition shall be:
(i) representing not less than one-twentieth of the total voting rights of all shareholders having at the date of the requisition a right to vote at the meeting; or
(ii) not less than 100 shareholders holding the Company’s shares.
The written requisition must:
(i) state the resolution, with a statement not more than 1,000 words with respect to
the matter referred to in the proposed resolution or the business to be dealt with at
(ii) be signed by all the requisitionists (may consist of one or several documents in like form each signed by one or more requisitionists);
(iii) be deposited at the Company’s Head Office for the attention of the Company Secretary not less than six (6) weeks before the meeting in case of a requisition requiring notice of a resolution and not less than one (1) week before the meeting in case of any other requisition; and
(iv) be deposited with a sum reasonably sufficient to meet the Company’s expenses in giving notice of the resolution and circulating the statements of the proposed resolution to all shareholders in accordance with the requirements under the applicable laws and rules.
(b) Proposing a person for election as a Director at an annual general meeting
A shareholder can submit a notice to propose a person (other than a retiring Director) for election as a Director at an annual general meeting pursuant to the Company’s Bye-Law 103. The shareholder should deposit a notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected at the Company’s Head Office for the attention of the Company Secretary at least seven (7) days before the date of the annual general meeting.
(c) Convening a special general meeting
Shareholder(s) can submit a requisition to convene a special general meeting pursuant to Section 74 of the Companies Act 1981. The number of shareholder(s) necessary for a requisition shall be representing not less than one-tenth of the Company’s paid-up capital as at the date of requisition having the right to vote at the general meeting.
The written requisition must:
(i) state the purpose of the special general meeting;
(ii) be signed by all the requisitionists (may consist of one or several documents in like form each signed by one or more requisitionists); and
(iii) be deposited at the Company’s Head Office for the attention of the Company Secretary.
If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition proceed duly to convene a special general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a special general meeting, but any meeting so convened shall not be held after the expiration of three (3) months from the said date.
The Shareholders Communication Policy shall be reviewed regularly by the Board, and shall be amended as and when appropriate.
Note: The Chinese translation thereof is for reference only and the English version shall always prevail
in case of any inconsistency between the English version and the Chinese translation thereof.