THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Bank of Jinzhou Co., Ltd.*, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
錦州銀行股 份有限公司
Bank of Jinzhou Co., Ltd.*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0416)
(Stock Code of Preference Shares: 4615)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
PROPOSED AMENDMENTS TO THE RULES OF
PROCEDURES FOR SHAREHOLDERS' GENERAL MEETINGS;
AND
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING
A notice convening the EGM to be held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC at 10:00 a.m. on Thursday, 20 February 2020 are set out on pages 14 to 15 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. If you intend to attend the EGM by proxy, you are required to complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Bank's registered office in the PRC at No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof (i.e. by Wednesday, 19 February 2020 at 10:00 a.m.). Completion and return of the form(s) of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) should you so wish.
- Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong.
27 December 2019
CONTENTS | |||
Page | |||
DEFINITIONS . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
APPENDIX I | - | PROPOSED AMENDMENTS TO THE ARTICLES OF | |
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
APPENDIX II | - | PROPOSED AMENDMENTS TO THE RULES OF | |
PROCEDURES FOR SHAREHOLDERS' | |||
GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 | ||
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
- i -
DEFINITIONS
In this circular, the following expressions have the meanings set out below unless the context requires otherwise.
"Articles of Association" | the articles of association of the Bank, as amended from |
time to time | |
"Bank" | Bank of Jinzhou Co., Ltd.* (錦州銀行股份有限公司), |
a joint stock company incorporated in the PRC with | |
limited liability, whose H Shares are listed on the Main | |
Board of the Stock Exchange | |
"Board" | the board of Directors |
"Chairman" | the chairman of the Board |
"Director(s)" | the director(s) of the Bank |
"Domestic Share(s)" | the ordinary share(s) in the capital of the Bank with a |
nominal value of RMB1.00 each, which are subscribed | |
for or credited as paid up in Renminbi by PRC nationals | |
and/or PRC corporate entities | |
"EGM" | the 2020 first extraordinary general meeting of the Bank |
to be held at the meeting room of 34th Floor, No. 68 Keji | |
Road, Jinzhou City, Liaoning Province, the PRC at 10:00 | |
a.m. on Thursday, 20 February 2020 or any adjournment | |
thereof | |
"H Share(s)" | the ordinary share(s) in the share capital of the Bank with |
a nominal value of RMB1.00 each, which is/are | |
subscribed for and traded in Hong Kong dollars and listed | |
on the Main Board of the Stock Exchange | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"Listing Rules" | The Rules Governing the Listing of Securities on the |
Stock Exchange, as amended, supplemented or otherwise | |
modified from time to time | |
"Offshore Preference Shares" | the US$1,496,000,000 5.50% non-cumulative perpetual |
offshore preference shares issued by the Bank on | |
27 October 2017 and listed on the Stock Exchange | |
(stock code: 4615) |
- 1 -
DEFINITIONS | |
"Ordinary Share(s)" or | the Domestic Share(s) and/or the H Share(s), excluding |
"Share(s)" | the Offshore Preference Shares |
"PRC" | the People's Republic of China, for the purpose of this |
circular, excluding Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Rules of Procedures for | the rules of procedures for the Shareholder's general |
Shareholders' General | meetings of the Bank |
Meetings" | |
"Shareholder(s)" | the holder(s) of Ordinary Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
- Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong.
- 2 -
LETTER FROM THE BOARD
錦州銀行股 份有限公司
Bank of Jinzhou Co., Ltd.*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0416)
(Stock Code of Preference Shares: 4615)
Executive Directors: | Registered office: |
WEI Xuekun | No. 68 Keji Road |
GUO Wenfeng | Jinzhou City |
KANG Jun | Liaoning Province |
YANG Weihua | The PRC |
YU Jun | |
Principal place of business in | |
Non-executive Directors: | Hong Kong: |
ZHAO Chuanxin | 40th Floor, Sunlight Tower |
NING Jie | No. 248 Queen's Road East |
GU Jihong | Wan Chai |
LYU Fei | Hong Kong |
LUO Nan | |
Independent non-executive Directors: | |
XIE Taifeng | |
WU Jun | |
WANG Xiongyuan | |
SU Mingzheng | |
27 December 2019 | |
To the Shareholders, | |
Dear Sir/Madam, |
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
PROPOSED AMENDMENTS TO THE RULES OF
PROCEDURES FOR SHAREHOLDERS' GENERAL MEETINGS;
AND
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcements of the Bank dated 15 November 2019 and 13 December 2019 in relation to, among other things, the proposed amendments to the Articles of Association, and the proposed amendments to the Rules of Procedures for Shareholders' General Meetings.
- 3 -
LETTER FROM THE BOARD
The purpose of this circular is to provide you with relevant information to enable you to make informed decision on whether to vote for or against the resolutions to be proposed at the EGM.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In accordance with Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies (Guo Han [2019] No. 97), provisions of the Company Law of the PRC and other relevant laws, rules and regulations and the actual situation of the Bank, the Bank has proposed certain amendments to the current Articles of Association. Details of such amendments have been set out in appendix I to this circular.
The proposed amendments to the Articles of Association will be subject to the approval of the Shareholders at the EGM by way of special resolution and will be effective upon approvals by the Shareholders and the relevant regulatory authorities.
PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR
SHAREHOLDERS' GENERAL MEETINGS
In accordance with Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies (Guo Han [2019] No. 97), the Bank has proposed certain amendments to the current Rules of Procedures for Shareholders' General Meetings. Details of such amendments have been set out in appendix II to this circular.
The proposed amendments to the Rules of Procedures for Shareholders' General Meetings will be subject to the approval of the Shareholders at the EGM by way of ordinary resolution and will be effective upon approvals by the Shareholders.
CLOSURE OF REGISTER OF MEMBERS
In order to determine the entitlement to attend and vote at the EGM, the register of members of the Bank will be closed from Tuesday, 21 January 2020 to Thursday, 20 February 2020 (both days inclusive), during which period no transfer of Shares will be effected. The record date for entitlement to attend and vote at the EGM is Tuesday, 21 January 2020. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Bank, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Bank's registered office in the PRC at No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Monday, 20 January 2020.
- 4 -
LETTER FROM THE BOARD
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the EGM as set out in the notice of the EGM at the end of this circular must be taken by poll. The chairman of the EGM will therefore demand a poll for every such resolution be put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.
Results of the poll voting will be published on the Bank's website at www.jinzhoubank.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
RECOMMENDATION
The Board considers that all resolutions set out in the notice of the EGM for the Shareholders' consideration and approval are in the best interests of the Bank and the Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolutions set out in the notice of the EGM which are to be proposed at the EGM.
By order of the Board
Bank of Jinzhou Co., Ltd.*
Wei Xuekun
Chairman
- 5 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The English version of this appendix is an unofficial translation of its Chinese version, for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.
The proposed amendments to the Articles of Association are compared against the existing Articles of Association for ease of reference. After deletion of the current articles, the articles will be re-numbered accordingly. The following amendments will become effective upon approvals by the Shareholders and relevant regulatory authorities.
Before Amendment | After Amendment | ||||
Article 91 Where the Bank shall convene a | Article 91 Where the Bank shall convene a | ||||
shareholders' general meeting, the Bank | shareholders' general meeting, the Bank | ||||
shall send out a written notice to all | shall send out a written notice to all | ||||
registered shareholders on the matters to be | registered shareholders on the matters to be | ||||
examined as well as the assembly date and | examined as well as the assembly date and | ||||
location forty-five (45) days before the | location forty-five (45) days before the | ||||
meeting. Shareholders intend to attend the | meeting. Shareholders intend to attend the | ||||
meeting shall submit their written replies to | meeting shall submit their written replies to | ||||
the Bank twenty (20) days before the | the Bank twenty (20) days before the | ||||
meeting. | meeting.a notice shall be given twenty | ||||
(20) days before the meeting to notify | |||||
shareholders of the time, location of the | |||||
meeting and the matters to be examined. | |||||
Notice of an extraordinary general | |||||
meeting of shareholders shall be given | |||||
fifteen (15) days before the meeting to | |||||
shareholders. | |||||
Article 92 The Bank shall calculate the | Delete | ||||
number of voting shares represented by the | |||||
shareholders intending to attend the meeting | |||||
according to the received written replies | |||||
twenty (20) days before the shareholders' | |||||
general meeting. Where the number of | |||||
voting | shares | represented | by | the | |
shareholders intending to attend the meeting | |||||
reaches more than half (1/2) of the total | |||||
number of voting shares, the Bank can | |||||
convene a shareholders' general meeting; | |||||
where it fails, the Bank shall inform the | |||||
shareholders on the matters to be examined, | |||||
assembly date and location again within five | |||||
(5) days in the form of public notice, after | |||||
the notification, the Bank can convene a | |||||
shareholders' general meeting. | |||||
An extraordinary general meeting of | |||||
shareholders may not decide any matters not | |||||
stated in the notice. | |||||
- 6 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Before Amendment | After Amendment | |
Article 95 Unless otherwise required by | Article 95 Unless otherwise required by | |
relevant laws, regulations, listing rules of | relevant laws, regulations, listing rules of | |
place(s) where the Bank's shares are listed | place(s) where the Bank's shares are listed | |
or the Articles of Association, the notice, | or the Articles of Association, the notice, | |
information or written statement for the | information or written statement for the | |
shareholders' general meeting shall be | shareholders' general meeting shall be | |
served on the shareholders entitled to attend | served on the shareholders entitled to attend | |
(whether or not entitled to vote at the | (whether or not entitled to vote at the | |
general meeting) by special appointed | general meeting) by special appointed | |
person or prepaid mail, or publication on our | person or prepaid mail, or publication on our | |
website or other methods stipulated in the | website or other methods stipulated in the | |
Articles of Association. The recipient | Articles of Association. The recipient | |
address in the register of shareholders shall | address in the register of shareholders shall | |
prevail. For the holders of domestic shares, | prevail. For the holders of domestic shares, | |
the notice of the shareholders' general | the notice of the shareholders' general | |
meeting may be issued in the form of public | meeting may be issued in the form of public | |
notice. | notice. | |
The public notice in the preceding paragraph | The public notice in the preceding paragraph | |
shall be published in one or more | shall be published in one or more | |
newspapers designated by the securities | newspapers designated by the securities | |
regulatory authority of the State Council | regulatory authority of the State Council | |
between forty-five (45) to fifty (50) days | between twenty (20) to twenty-five (25) | |
before the date of the general meeting. After | days before the date of an annual general | |
the publication of such notice, the holders of | meeting and fifteen (15) to twenty (20) | |
domestic shares shall be deemed to have | days before an extraordinary general | |
received the notice of the relevant | meeting | forty-five (45) to fifty (50) days |
shareholders' general meeting. | before the date of the general meeting. After | |
the publication of such notice, the holders of | ||
domestic shares shall be deemed to have | ||
received the notice of the relevant | ||
shareholders' general meeting. | ||
- 7 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Before Amendment | After Amendment | |||||||||
Article 139 If the Bank intends to convene a | Article 139 If the Bank intends to convene a | |||||||||
meeting of classified shareholders, it should | meeting of classified shareholders, it should | |||||||||
issue a written notice forty-five (45) days in | issue a written notice | forty-five (45) days | ||||||||
advance | to | inform | all | registered | twenty (20) days before the date of an | |||||
shareholders under this category about the | annual general meeting and fifteen (15) | |||||||||
issues to be reviewed at the meeting, | days before an extraordinary general | |||||||||
meeting date and meeting place. The | meeting in advanceto inform all registered | |||||||||
shareholders who intend to attend the | shareholders under this category about the | |||||||||
meeting shall send their written replies of | issues to be reviewed at the meeting, | |||||||||
attendance to the Bank 20 days before the | meeting date and meeting place. The | |||||||||
meeting is held. | shareholders who intend to attend the | |||||||||
meeting shall send their written replies of | ||||||||||
If the number of shares with voting right on | attendance to the Bank 20 days before the | |||||||||
the meeting held by shareholders who intend | meeting is held. | |||||||||
to attend meeting reaches more than half of | ||||||||||
the total number of the shares of such | If the number of shares with voting right on | |||||||||
category with voting right at the meeting, | the meeting held by shareholders who intend | |||||||||
the Bank may convene a meeting of | to attend meeting reaches more than half of | |||||||||
classified shareholders; if not, the Bank | the total number of the shares of such | |||||||||
should, | within | five | days, | notify | category with voting right at the meeting, | |||||
shareholders, through public notice, the | the Bank may convene a meeting of | |||||||||
issues to be reviewed at the meeting, | classified shareholders; if not, the Bank | |||||||||
meeting date and place, and then the Bank | should, | within | five | days, | notify | |||||
may convene a meeting of classified | shareholders, through public notice, the | |||||||||
shareholders. | issues to be reviewed at the meeting, | |||||||||
meeting date and place, and then the Bank | ||||||||||
may convene a meeting of classified | ||||||||||
shareholders. | ||||||||||
- 8 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Before Amendment | After Amendment | |||||||
Article 143 The directors are elected or | Article 143 The directors are elected or | |||||||
replaced by the shareholders' general | replaced by the shareholders' general | |||||||
meeting for a term of three (3) years. A | meeting for a term of three (3) years. A | |||||||
director may, if re-elected upon expiration of | director may, if re-elected upon expiration of | |||||||
the term of office, serve consecutive terms. | the term of office, serve consecutive terms. | |||||||
Before the expiration of the term, the | Before the expiration of the term, the | |||||||
shareholders' | general meeting | cannot | shareholders' | general | meeting | cannot | ||
remove a director from his/her post without | remove a director from his/her post without | |||||||
cause. The directors of the Bank need not | cause. The directors of the Bank need not | |||||||
hold shares of the Bank. | hold shares of the Bank. | |||||||
The term of office of directors is from the | The term of office of directors is from the | |||||||
date of the resolution passed by the | date of the resolution passed by the | |||||||
shareholders' general meeting, until the | shareholders' | general | meeting | and | ||||
expiration of the term of office of the current | directors' qualifications approved by | |||||||
Board. Where no election is conducted in | regulatory authority, until the expiration of | |||||||
time before the expiration of the term of | the term of office of the current Board. | |||||||
office of a director, the existing director | Where no election is conducted in time | |||||||
shall, before the director-elected takes | before the expiration of the term of office of | |||||||
office, continue to perform his duty as a | a director, the existing director shall, before | |||||||
director | in | accordance | with | laws, | the director-elected takes office, continue to | |||
administrative regulations, and departmental | perform his duty as a director in accordance | |||||||
rules and the Articles of Association. | with laws, administrative regulations, and | |||||||
departmental rules and the Articles of | ||||||||
....... | Association. | |||||||
....... | ||||||||
Article 158 A staff member from a | Article 158 A staff member from a | |||||||
government authority shall not concurrently | government authority shall not concurrently | |||||||
serve as an independent director of the Bank, | serve as an independent director of the Bank, | |||||||
and an independent director shall not hold | and an independent director shall not hold | |||||||
positions in more than two (2) commercial | positions in more than two (2) commercial | |||||||
banks at the same time. | banks at the same time. | |||||||
An independent director shall, before | An independent director shall, before | |||||||
holding a position in other non-commercial | holding a position in other non-commercial | |||||||
financial institutions, inform the Bank of | financial institutions, inform the Bank of | |||||||
such facts and confirm that there is no | such facts and confirm that there is no | |||||||
conflict of interest between such a position | conflict of interest between such a position | |||||||
and their position in the Bank. | and their position in the Bank. | |||||||
- 9 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Before Amendment | After Amendment |
The term of service of an independent | The term of service of an independent |
director shall be the same as that of other | director shall be the same as that of other |
directors of the Bank and may be re-elected | directors of the Bank and may be re-elected |
and re-appointed upon the expiration of their | and re-appointed upon the expiration of their |
term of office, provided that such term of | term of office, provided that such term of |
office shall not be more than six (6) years on | office shall not be more than six (6) years on |
an accumulative basis. | an accumulative basis. The term of office of |
an independent director in the Bank shall | |
not be more than six (6) years on an | |
accumulative basis. | |
Article 172 Any fixed assets acquisition and | Delete |
asset disposal of the Bank with an amount | |
below RMB30 million shall be approved by | |
the president with the authorization of the | |
Board of Directors, while an amount is more | |
than RMB30 million (exclusive) but below | |
RMB1 billion, it shall be approved by the | |
Board of Directors; if the amount is more | |
than RMB1 billion (exclusive), it shall be | |
approved by the shareholders' general | |
meeting. | |
Acquisition and disposal of assets carried | |
out under this article shall comply with the | |
Hong Kong Listing Rules. | |
- 10 -
APPENDIX II | PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES |
FOR SHAREHOLDERS' GENERAL MEETINGS | |
The English version of this appendix is an unofficial translation of its Chinese version, for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.
The proposed amendments to the Rules of Procedures for Shareholders' General Meetings are compared against the existing Rules of Procedures for Shareholders' General Meetings for ease of reference. The following amendments will become effective upon approvals by the Shareholders and the relevant regulatory authorities.
Before Amendment | After Amendment | |
Article 17 Unless otherwise required by | Article 17 Unless otherwise required by | |
relevant laws, regulations, listing rules of | relevant laws, regulations, listing rules of | |
the stock exchange on which the shares of | the stock exchange on which the shares of | |
the Bank are listed and the Articles of | the Bank are listed and the Articles of | |
Association, where the Bank shall convene a | Association, where the Bank shall convene a | |
shareholders' general meeting, the Bank | shareholders' general meeting, the Bank | |
shall send out a written notice to all | shall send out a written notice to all | |
registered shareholders on the matters to be | registered shareholders on the matters to be | |
examined as well as the assembly date and | examined as well as the assembly date and | |
location forty-five days before the meeting. | location | forty-five days before the meeting |
twenty days before the meeting or fifteen | ||
The number of days calculated for the | days in case of an extraordinary general | |
issuance of notices shall not include the day | meeting. | |
of the meeting. | ||
The number of days calculated for the | ||
In relation to the issuance of the notice | issuance of notices shall not include the day | |
under this Article, the date of issuance of | of the meeting. | |
notice represents the date on which the Bank | ||
or the share registrar as appointed by the | In relation to the issuance of the notice | |
Bank delivers the relevant notice at the post | under this Article, the date of issuance of | |
office for posting. | notice represents the date on which the Bank | |
or the share registrar as appointed by the | ||
Bank delivers the relevant notice at the post | ||
office for posting. | ||
- 11 -
APPENDIX II | PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES | |
FOR SHAREHOLDERS' GENERAL MEETINGS | ||
Before Amendment | After Amendment | |
Article 20 Shareholders may attend a | Article 20 Shareholders may attend a | |
shareholders' general meeting in person or | shareholders' general meeting in person or | |
appoint a proxy to attend and vote on their | appoint a proxy to attend and vote on their | |
behalf. Shareholders who intend to attend | behalf. Shareholders who intend to attend | |
the meeting shall serve the written reply slip | the meeting shall serve the written reply slip | |
to the Bank twenty days prior to the date of | to the Bank twenty days prior to the date of | |
the meeting. | the meeting. | |
A shareholder shall entrust the proxy in | A shareholder shall entrust the proxy in | |
writing, which shall submit the letter of | writing, which shall submit the letter of | |
attorney to the Bank; if the shareholder is a | attorney to the Bank; if the shareholder is a | |
legal entity, the written entrustment file shall | legal entity, the written entrustment file shall | |
be sealed by the legal entity's stamp or | be sealed by the legal entity's stamp or | |
signed by the proxy officially appointed by | signed by the proxy officially appointed by | |
the shareholder. | the shareholder. | |
The appointment of proxies by shareholders | The appointment of proxies by shareholders | |
shall comply with the Articles of | shall comply with the Articles of | |
Association. | Association. | |
- 12 -
APPENDIX II | PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES | |
FOR SHAREHOLDERS' GENERAL MEETINGS | ||
Before Amendment | After Amendment | |
Article 24 The Bank shall calculate the | Article 24 The Bank shall calculate the | |
number of voting shares represented by the | number of voting shares represented by the | |
shareholders intending to attend the meeting | shareholders intending to attend the meeting | |
according to the received written replies | according to the received written replies | |
twenty days before the shareholders' general | twenty days before the shareholders' general | |
meeting. Where the number of voting shares | meeting. Where the number of voting shares | |
represented by the shareholders intending to | represented by the shareholders intending to | |
attend the meeting reaches more than half of | attend the meeting reaches more than half of | |
the total number of voting shares, the Bank | the total number of voting shares, the Bank | |
can convene a shareholders' general | can convene a shareholders' general | |
meeting; where it fails, the Bank shall | meeting; where it fails, the Bank shall | |
inform the shareholders on the matters to be | inform the shareholders on the matters to be | |
examined, assembly date and location again | examined, assembly date and location again | |
within five days in the form of public notice, | within five days in the form of public notice, | |
after the notification, the Bank can convene | after the notification, the Bank can convene | |
a shareholders' general meeting. | a shareholders' general meeting. | |
The register of attendance of a shareholders' | The register of attendance of a shareholders' | |
general meeting shall be prepared by the | general meeting shall be prepared by the | |
office of board of directors. Such register | office of board of directors. Such register | |
shall record information such as each | shall record information such as each | |
attendant's name (or name of unit), | attendant's name (or name of unit), | |
identification card number, address of | identification card number, address of | |
domicile, the number of voting shares held | domicile, the number of voting shares held | |
or authorized, name of the appointing | or authorized, name of the appointing | |
shareholder (or name of unit), etc. | shareholder (or name of unit), etc. | |
- 13 -
NOTICE OF THE EGM
錦州銀行股 份有限公司
Bank of Jinzhou Co., Ltd.*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0416)
(Stock Code of Preference Shares: 4615)
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the "EGM") of Bank of Jinzhou Co., Ltd. (the "Bank") will be held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the People's Republic of China (the "PRC") at 10:00 a.m. on Thursday, 20 February 2020 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Bank:
ORDINARY RESOLUTION
1. To consider and approve the proposal on the proposed amendments to the rules of procedures for shareholders' general meetings of the Bank; and
SPECIAL RESOLUTION
2. To consider and approve the proposal on the proposed amendments to the articles of association of the Bank.
By order of the Board
Bank of Jinzhou Co., Ltd.*
Wei Xuekun
Chairman
Jinzhou, the PRC, 27 December 2019
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NOTICE OF THE EGM
Notes:
- The register of members of the Bank will be closed from Tuesday, 21 January 2020 to Thursday, 20 February 2020, both days inclusive, during which period no transfer of the Bank's shares (the "Shares") will be effected. In order to be qualified to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the H share registrar of the Bank (in respect of H Shares), namely Computershare Hong Kong Investor Services Limited, or to the Bank's registered office in the PRC (in respect of domestic Shares) no later than 4:30 p.m. on Monday, 20 January 2020.
- Shareholders of the Bank (the "Shareholders") who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a Shareholder.
- The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
- In order to be valid, the form of proxy must be deposited, for the holders of H Shares, to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, or for the holders of domestic Shares, to the Bank's registered office in the PRC, not less than 24 hours before the time for holding the EGM (i.e. by Wednesday, 19 February 2020 at 10:00 a.m.). If the form of proxy is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.
- Shareholders shall produce their identity documents and supporting documents in respect of the Shares held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Bank. Proxies shall produce their identity documents and the form of proxy signed by the Shareholders or their attorney when attending the EGM.
- Shareholders who intend to attend the EGM should complete and return the reply slip in writing by hand or by post to the Bank's H share registrar (for holders of H Shares) or the registered office of the Bank in the PRC (for holders of domestic Shares) on or before Friday, 31 January 2020.
- The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.
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The name and address of the Bank's H share registrar is as follows:
Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor,
Hopewell Centre,
183 Queen's Road East, Wanchai,
Hong Kong
Tel: 852-2862 8555
Fax: 852-2865 0990 - The registered office of the Bank in the PRC is as follows:
No. 68 Keji Road Jinzhou City Liaoning Province The PRC
Contact person: Liu Liguo
Tel: 86-0416-3220001 - Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the EGM, either in person or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Bank in respect of the joint holding.
As at the date of this notice, the Board comprises Mr. Wei Xuekun, Mr. Guo Wenfeng, Mr. Kang Jun, Mr. Yang Weihua and Mr. Yu Jun, as executive Directors; Mr. Zhao Chuanxin, Ms. Ning Jie, Ms. Gu Jihong, Mr. Lyu Fei and Mr. Luo Nan, as non-executive Directors; and Mr. Xie Taifeng, Mr. Wu Jun, Mr. Wang Xiongyuan and Mr. Su Mingzheng, as independent non-executive Directors.
- Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong.
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Bank of Jinzhou Co. Ltd. published this content on 27 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2019 08:45:10 UTC