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Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*

廣 東 中 盈 盛 達 融 資 擔 保 投 資 股 份 有 限 公 司

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

(Stock Code: 1543)

PROPOSED CHANGE OF REGISTERED OFFICE,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION,

NOMINATION OF DIRECTORS AND SUPERVISORS,

RE-ELECTION OF EMPLOYEE REPRESENTATIVE SUPERVISORS

AND

PROPOSED DIRECTORS AND SUPERVISORS' ALLOWANCE

This announcement is made by Guangdong Join-Share Financing Guarantee Investment Co., Ltd.* (廣東中盈盛達融資擔保投資股份有限公司) (the ''Company'', together with subsidiaries, the ''Group'') in relation to (i) the proposed change of the registered office of the Company; (ii) the proposed amendments to the articles of association of the Company (the ''Articles''); (iii) the nomination of the candidates for the fifth session of the board (the ''Board'') of directors (the ''Director(s)'') and the board (the ''Board of Supervisors'') of supervisors (the ''Supervisor(s)'') of the Company and the re-election of employee representative Supervisors; and (iv) the proposed allowances for the fifth session of the Board and Board of Supervisors.

  1. PROPOSED CHANGE OF REGISTERED OFFICE
    The Board proposed to change the registered office of the Company to Room 4101-4110, Block 1, Join-Share International Financing Center, No.31 Fuhua Road, Dongping Community, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC. Such change will be submitted to the shareholders of the Company (the ''Shareholder(s)'') for consideration and approval at the forthcoming extraordinary general meeting of the Company (the ''EGM'') and the Company will apply for the registration of such change with the enterprise registration authority(ies). The final change is subject to the registration information approved by the enterprise registration authority(ies). The principal place of business in Hong Kong and the PRC of the Company, as well as the website of the Company remain unchanged.

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  1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
    In light of the abrogation of the Interim Measures for the Post-holding
    Qualifications of Directors, Supervisors, and Senior Management of Financing Guarantee Companies*( 融資性擔保公司董事、監事、高級管理人員任職資格管理 暫行辦法》) and other regulations, as well as in accordance with the provisions under the relevant laws, regulations, rules, and normative documents, including the Company Law of the People's Republic of China (the ''Company Law''), the Board, after taking into account the Company's actual situations and needs, proposed the amendments to several provisions of the Articles. The proposed amendments are subject to consideration and approval by the Shareholders at the EGM.

Details of the proposed amendments to the Articles are set out as below:

Article No.

Existing Articles

Revised Articles

Basis for the Amendments

Article 3

The address of the Company: Unit

The address of the Company:

Article 81 of the Company Law

2202-2212, 22/F, Chuangye Building,

Article 3 of the Mandatory

No.215 Fenjiang Middle Road,

Room 4101-4110, Block 1,

Provisions for the Articles of

Foshan, Guangdong, PRC

Join-Share International

Association of the Companies to be

Zip: 528000

Financing Center, No.31

Listed Overseas ( 到境外上市公司章

Telephone: 86-757-83303189

Fuhua Road, Dongping

程必備條款》) issued on 27 August

Fax: 86-757- 83200228

Community, Lecong Town,

1994 by the State Council Securities

Shunde District, Foshan,

Policy Committee and the State

Guangdong Province, the PRC

Commission for Restructuring the

Economic System of the PRC (the

Zip: 528000

''Mandatory Provisions'')

Telephone: 86-757-83303189

Fax: 86-757- 83200228

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Article No. Existing Articles

Article 93 The list of candidates for directors shall be submitted to the general meeting in the form of motion for approval. The board of directors should inform the shareholders of the resume and basic profiles of the director candidates by way of an announcement.

Candidates for directors shall be nominated by the preceding session of the board of directors and shareholders individually or jointly holding more than 5% of the issued voting shares in the Company for more than one year. The proportion of directors individually or jointly nominated by any shareholders shall not exceed such shareholder's shareholding, individually or jointly, in the Company.

Any person appointed by the directors of the current session to fill the casual vacancy due to a director's resignation during his term of office and shall hold office until the following annual general meeting of the Company, and shall then be eligible for re-election.

The nominator shall submit altogether a written nomination, resume of the candidate and written consent of the nominee to the board of directors ten days prior to the general meeting. The board of directors, after taken into consideration, shall announce the director candidates to be elected in the general meeting.

Provided that the relevant laws and administrative regulations are observed, a director whose term of office has not yet expired may be removed in general meeting by way of ordinary resolution (but the right to lodge a claim under any contract is not affected).

Article 103 The chairman shall be a director of the Company and shall be elected or dismissed by more than a two-thirds of all the directors. The chairman shall serve a term of three years, and is eligible for re-election. The chairman who is the legal representative shall not serve on party and government organs.

Revised Articles

The list of candidates for directors shall be submitted to the general meeting in the form of motion for approval. The board of directors should inform the shareholders of the resume and basic profiles of the director candidates by way of an announcement.

Candidates for directors shall be nominated by the preceding session of the board of directors and shareholders individually or jointly holding more than 5% of the issued voting shares in the Company for more than one year. The proportion of directors individually or jointly nominated by any shareholders shall not exceed such shareholder's shareholding, individually or jointly, in the Company.

Any person appointed by the directors of the current session to fill the casual vacancy due to a director's resignation during his term of office and shall hold office until the following annual general meeting of the Company, and shall then be eligible for re-election.

The shareholder nominator shall submit altogether a written nomination, resume of the candidate and written consent of the nominee to the board of directors ten days prior to the general meeting. The board of directors, after taken into consideration, shall announce the director candidates to be elected in the general meeting.

The chairman shall be a director of the Company and shall be elected or dismissed by more than half of all the directors. The chairman shall serve a term of three years, and is eligible for re-election. The chairman who is the legal representative shall not serve on party and government organs.

Basis for the Amendments

Rule 4(3) of Appendix 3 of the Rules Governing the Listing of Securities (the ''Listing Rules'') of the Stock Exchange of Hong Kong Limited (the ''Stock Exchange'')

Article 109 of the Company Law Article 87 of the Mandatory Provisions Article 19 of the Guidelines for the Corporate Governance of Financing Guarantee( 融資性擔保公司公司治 理指引》)(Yin Jian Fa [2010] No. 99) promulgated by the China Banking Regulatory Commission dated 25 November 2010

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Article No. Existing Articles

Article 106 The board meetings should be convened by the chairman of the board and held at least 4 times a year at approximately quarterly intervals. Notice and relevant documents of board meetings should be given to all directors and supervisors 14 days prior to the date of meeting.

Revised Articles

The board meetings should be convened by the chairman of the board and held at least 4 times a year at approximately quarterly intervals. Notice of board meetings should be given to all directors and supervisors 14 days prior to the date of meeting. The agenda of regular board meetings and related documents of such meetings shall be delivered to all directors in a timely manner, which shall at least be ten days prior to the date of such meetings to be convened.

Basis for the Amendments

Article 91 of the Mandatory Provisions Rules A.1.1, A.1.3 and A.7.1 of Corporate Governance Code of Appendix 14 to the Listing Rules

Article 130 The list of non-employee representative supervisors shall be submitted to the shareholders' general meeting in the form of proposal for approval. The board of directors shall announce the resume and basic profile of the candidate supervisors to the shareholders.

The list of non-employee representative supervisors shall be nominated by last term of board of supervisors and shareholders who individually or collectively hold more than 5% of the issued shares of the Company with voting rights for more than one year.

Written nomination by nominator, biography of a candidate for a non-employee representative supervisor and a written confirming accepting the nomination by the candidate shall be delivered to the Board of the Company 10 days before the shareholder's general meeting. Upon review and approval by the Board of the Company, the candidate for a non-employee representative supervisor shall be announced for election at a shareholders' general meeting.

The list of non-employee representative supervisors shall be submitted to the shareholders' general meeting in the form of proposal for approval. The board of directors shall announce the resume and basic profile of the candidate supervisors to the shareholders.

The list of non-employee representative supervisors shall be nominated by last term of board of supervisors and shareholders who individually or collectively hold more than 5% of the issued shares of the Company with voting rights for more than one year.

Written nomination by the shareholder nominator, biography of a candidate for a non-employee representative supervisor and a written confirming accepting the nomination by the candidate shall be delivered to the Board of the Company 10 days before the shareholder's general meeting. Upon review and approval by the Board of the Company, the candidate for a non-employee representative supervisor shall be announced for election at a shareholders' general meeting.

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Article No. Existing Articles

Article 131 The non-employee representative supervisors shall be elected in the following manner:

  1. the nominator of a candidate for a supervisor shall seek the consent of the nominee, find out the occupation, academic qualification, positions and detailed working experience including all part-time positions of the nominee and provide written proofs of the same to the Company before making the nomination. The candidate shall give a written undertaking to the Company agreeing to be nominated, undertaking the truthfulness and completeness of his particulars disclosed and guaranteeing the performance of a supervisor's duties after being elected.
  2. If the nomination of a candidate for a supervisor is made before the Company's convening of a supervisor meeting, the written proofs of the nominee referred to in sub-paragraph (1) above shall be disclosed together with the resolution of the supervisor committee or the notice of the shareholders' general meeting.
  3. If the shareholders who have the rights to nominate nominates in a shareholders' meeting of the Company a candidate for a supervisor, a written notice stating their intention to nominate a candidate for a supervisor and the nominee's consent to be nominated together with the written proofs and undertaking of the nominee referred to in sub-paragraph (1) above shall be delivered to the Company seven days before the general meeting.

Revised Articles

Basis for the Amendments

The non-employee representative supervisors shall be elected in the following manner:

  1. the nominator of a candidate for a supervisor shall seek the consent of the nominee, find out the occupation, academic qualification, positions and detailed working experience including all part-time positions of the nominee and provide written proofs of the same to the Company before making the nomination. The candidate shall give a written undertaking to the Company agreeing to be nominated, undertaking the truthfulness and completeness of his particulars disclosed and guaranteeing the performance of a supervisor's duties after being elected.
  2. If the nomination of a candidate for a supervisor is made before the Company's convening of a supervisor meeting, the written proofs of the nominee referred to in sub-paragraph (1) above shall be disclosed together with the resolution of the supervisor committee or the notice of the shareholders' general meeting.
  3. If the shareholders who have the rights to nominate nominates in a shareholders' meeting of the Company a candidate for a supervisor, a written notice stating their intention to nominate a candidate for a supervisor and the nominee's consent to be nominated together with the written proofs and undertaking of the nominee referred to in sub-paragraph (1) above shall be delivered to the Company 10 days before the general meeting.

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Guangdong Join-Share Financing Guarantee Investment Co. Ltd. published this content on 07 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 07:33:10 UTC.