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.
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)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
- PROPOSED ELECTION OF DIRECTORS FOR THE SIXTH SESSION OF THE BOARD;
- PROPOSED ELECTION OF SUPERVISORS FOR THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE;
- PROPOSED PRIVATE PLACEMENT OF DOMESTIC SHARES, RELEVANT AUTHORIZATION MATTERS AND CONSEQUENTIAL
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
- PROPOSED ADOPTION OF THE AUTHORIZATION PLANS FOR WRITE-OFFS OF BAD DEBTS
References are made to the circular of the Bank dated 6 September 2019 ("Original Circular") and notices of the Bank dated 3 September 2019 ("Notices") in relation to the AGM and the Class Meetings to be held on Friday, 18 October 2019.
In accordance with relevant laws and regulations and the Articles of Association, the Board has considered and approved the following interim proposals put forward by a Shareholder who holds more than 3% of the total equity interests in the Bank, to be proposed at the AGM and/or the Class Meetings (as the case may be) for the Shareholders' consideration and approval:
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In accordance with provisions of the Company Law of the PRC and other relevant laws, rules and regulations and the actual situation of the Bank, a Shareholder who holds more than 3% of the total equity interests in the Bank has proposed and the
- 1 -
Board has approved certain amendments to the current Articles of Association, details of which will be set out in the supplemental circular in relation to the AGM and the Class Meetings to be despatched to the Shareholders in due course.
The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of a special resolution and will be effective upon approvals by the Shareholders and the relevant regulatory authorities.
PROPOSED ELECTION OF DIRECTORS FOR THE SIXTH SESSION OF THE
BOARD
In view of the changes in the shareholding structure of the Bank, a Shareholder who holds more than 3% of the total equity interests in the Bank has proposed and the Board has approved the early retirement of the fifth session of the Board before its expiration to ensure that the future operation and development of the Bank will be in the interests of the Shareholders and the Bank as a whole. Pursuant to the Company Law of the PRC and the Articles of Association, the sixth session of the Board shall consist of 15 Directors, including five independent non-executive Directors, with terms of office of three years.
The Board is pleased to announce the nomination for election of the Directors as follows:
- each of Mr. Wei Xuekun, Mr. Guo Wenfeng, Mr. Kang Jun, Mr. Yang Weihua and Mr. Yu Jun as an executive Director candidate of the sixth session of the Board;
- each of Mr. Zhao Chuanxin, Ms. Ning Jie, Ms. Gu Jihong, Mr. Lyu Fei and Mr. Luo Nan as a non-executive Director candidate of the sixth session of the Board; and
- each of Mr. Xiao Geng, Mr. Xie Taifeng, Mr. Wu Jun, Mr. Wang Xiongyuan and Mr. Su Mingzheng as an independent non-executive Director candidate of the sixth session of the Board.
The above election will be proposed at the AGM and will take effect upon approval of qualifications by relevant regulatory authorities. All of the Directors of the fifth session of the Board shall continue to perform their duties as Directors until the sixth session of the Board starts to perform duties normally in accordance with relevant laws, rules and regulations.
- 2 -
The biographical details of the above proposed Director candidates for election are set out as follows:
Executive Directors
Mr. WEI Xuekun (魏學坤), aged 56, has been the secretary of the party committee of the Bank since August 2019.
Mr. Wei Xuekun has over 36 years of experience in the banking industry. He successively served as various positions such as the office secretary, vice office chair, office chair and the president and the party committee secretary of Zunyi branch under the Guizhou branch of the Industrial and Commercial Bank of China (中 國工商銀行) ("ICBC") from March 1985 to March 2000. From March 2000 to February 2009, he successively held various positions in China Huarong Asset Management Co., Ltd. (中國華融資產管理股份有限公司), which is listed on the Stock Exchange (stock code: 2799), including the general manager of research and development department, the general manager of operation and development department, the general manager of business development department and the general manager of Jinan office. From February 2009 to January 2014, he served as the vice general manager of credit management department of ICBC headquarter. From January 2014 to February 2015, he served as the vice general manager of credit and investment management department and the general manager of the credit supervision center of ICBC headquarter. From February 2015 to August 2019, he served as the general manager of credit and investment management department of ICBC headquarter.
Mr. Wei Xuekun obtained a bachelor's degree of economics in Southwestern University of Finance and Economics (西南財經大學) in Sichuan, the PRC in July 1983 and has the title of vice researcher.
Mr. GUO Wenfeng (郭文峰), aged 47, has been the vice secretary of the party committee and the president of the Bank since August 2019.
Mr. Guo Wenfeng has over 25 years of experience in the banking industry. Since August 1993, Mr. Guo Wenfeng has successively held various positions at ICBC Liaoning branch. From June 2002 to December 2010, he successively served as the vice general manager and vice general manager (chairing the work) of the capital operation department, the vice general manager (chairing the work) and the general manager of the assets and liabilities management department of ICBC Liaoning branch. He worked successively as the party committee secretary and president of Chaoyang branch of ICBC Liaoning branch from December 2010 to March 2016, as the party committee secretary and president of Panjin branch of ICBC Liaoning branch from March 2016 to January 2017, and as the party committee secretary and vice president of ICBC Liaoning branch from December 2016 to August 2019.
- 3 -
Mr. Guo Wenfeng obtained a master's degree of business administration (international course) in November 2011 from the University of Hong Kong and has the title of senior economist.
Mr. KANG Jun (康軍), aged 50, has been a party committee member and the vice president of the Bank since August 2019.
Mr. Kang Jun successively served as vice chair clerk of the international business division, vice general manager of the international business department and vice general manager (chairing the work) of international business department of ICBC Liaoning branch from June 1999 to October 2006. He served as the vice general manager of the corporate business department and the general manager of international business department of ICBC Liaoning branch from October 2006 to December 2012. From December 2012 to March 2018, he served as party committee member of the operation department of ICBC Liaoning branch. From March 2013 to March 2018, he also served as vice general manager of the operation department of ICBC Liaoning branch. From March 2018 to August 2019, he served as the party committee member and vice president of Shenyang branch of ICBC Liaoning branch.
Mr. Kang Jun obtained a master's degree of business administration from the University of Hong Kong in August 2011 and has the title of senior economist.
Mr. YANG Weihua (楊衛華), aged 51, has been a party committee member and the vice president of the Bank since August 2019.
From January 1993 to August 1999, Mr. Yang Weihua worked in Liaoning branch of China Construction Bank Co., Ltd. (中國建設銀行股份有限公司) with various positions including the chief of computer section under business department and the chief of operation section under technology division. From August 1999 to January 2010, he worked in the Shenyang office of China Cinda Asset Management Co., Ltd. (中國信達資產管理股份有限公司) ("China Cinda"), which is listed on the Stock Exchange (stock code: 1359), under various departments including manager of integrate management department, senior manager of capital finance department, and senior manager of Dalian business department under Shenyang office of China Cinda. He successively served as a party committee member and chair assistant of the Harbin office of China Cinda from January 2010 to July 2010, as assistant to the general manager, a party committee member, vice secretary of discipline inspection commission, the vice general manager and the secretary of discipline inspection commission of Heilongjiang branch of China Cinda from July 2010 to September 2014 and as the vice general manager, a party committee member and the secretary of discipline inspection commission of Liaoning branch of China Cinda from September 2014 to August 2019.
- 4 -
Mr. Yang Weihua obtained a master's degree of business administration from Northeastern University (東北大學) in Liaoning, the PRC in September 2003 and has the title of senior engineer.
Mr. YU Jun (余軍), aged 49, has been a party committee member, the chief financial officer and the head of finance of the Bank since August 2019.
Since December 1988, Mr. Yu Jun has held various positions in ICBC. He successively served as the vice chief and chief of the No. 1 finance section of planning finance division under the business department and the chief and deputy director of the finance management section of ICBC Jiangsu branch from November 1999 to November 2006. He successively served as the vice general manager of the finance and accounting division under the business department and the general secretary of supervisory committee of centralized procurement of ICBC Jiangsu branch from November 2006 to May 2012, as the chief of the taxation matters management division of the headquarter of ICBC from May 2012 to December 2017 and as the vice party committee secretary (grassroots service) of ICBC Ma'anshan branch in Anhui from December 2017 to August 2019. He also served as the vice president of ICBC Ma'anshan branch in Anhui from February 2018 to August 2019.
Mr. Yu Jun graduated from the Jiangsu Provincial Party School of the Communist Party of China (中共江蘇省委黨校) in Jiangsu, the PRC with the major of finance in December 2003. He obtained a bachelor's degree of economics from Beijing Normal University (北京師範大學) in Beijing, the PRC in June 2018. He also obtained the Certificate of Cambridge Senior Financial Management and Commercial Management (劍橋高級金融管理及商務管理證書) in November 2018 and has the title of economist.
Non-executive Directors
Mr. ZHAO Chuanxin (趙傳新), aged 54, has been the vice general manager of the assets and liabilities management department of ICBC since May 2016.
Mr. Zhao Chuanxin served as the head of the capital department of ICBC Hancheng branch from October 1997 to March 2000. From March 2000 to September 2005, he successively served as the vice chief and chief of the foreign exchange capital management division under the international business department of ICBC. From September 2005 to June 2006, he served as the vice general manager of the international business department of ICBC. From June 2006 to May 2016, he served as the vice general manager of the financial market department of ICBC.
Mr. Zhao Chuanxin obtained a bachelor's degree of economics from Nankai University (南開大學) in Tianjin, the PRC in July 1988. He obtained a master's
- 5 -
degree of economics from Renmin University of China (中國人民大學) in Beijing, the PRC in May 1996. He also obtained a master's degree of business administration (international course) from the University of Hong Kong and Fudan University (復 旦大學) in Shanghai, the PRC in July 2008 and has the title of senior economist.
Ms. NING Jie (寧潔), aged 48, has been the deputy general manager of credit and investment management department of ICBC since March 2013.
Ms. Ning Jie has held various positions in ICBC since November 2002, including the research assistant of Industrial and Commercial East Asia Finance Holdings Ltd (工 商東亞金融控股有限公司) of ICBC from November 2002 to August 2003, employee and deputy director of institutional management division of credit management department of ICBC from August 2003 to September 2006 successively, deputy director and director of credit policy division of credit management department and secretariat of credit risk management commission of ICBC from September 2006 to April 2009 successively, overseas credit risk management division of credit management department of ICBC from April 2009 to August 2010, vice party committee secretary and vice president of Tangshan branch, Hebei of ICBC from August 2010 to August 2012 successively, director of division three of industry regional analysis center of credit management department of ICBC from September 2012 to March 2013.
Ms. Ning Jie obtained a bachelor's degree of economics from Renmin University of China (中國人民大學) in Beijing, the PRC in July 1992, a master's degree in economics from People's Bank of China Financial Research Institute (中國人民銀行 總行金融研究所) in July 1999 and a master's degree of business administration from Robert H. Smith School of Business, University of Maryland in May 2002.
Ms. GU Jihong (顧繼紅), aged 48, has been working as an expert and special assigned director and supervisor of strategic management and investor relationships department of ICBC since August 2017, a supervisor of ICBC Financial Asset Investment Co., Ltd. (工銀金融資產投資有限公司) since September 2017 and a director of ICBC-AXA Life Insurance Co., Ltd.(工銀安盛人壽保險有限公司) since July 2018.
From July 1992 to April 2000, Ms. Gu Jihong successively served at the international business department of Shenyang branch of ICBC and the audit and supervision department of Nalishilu sub-branch of Beijing branch of ICBC. From May 2000 to July 2017, she worked at the internal audit bureau (or the audit and supervision bureau prior to 2005) of ICBC headquarter as deputy director and director of the foreign exchange and overseas institution audit and supervision department, successively.
Ms. Gu Jihong obtained a bachelor's degree of economics from Liaoning University (遼寧大學) in Liaoning, the PRC in July 1992 and a master's degree of international business administration from University of Hong Kong (香港大學) in Shanghai, the
- 6 -
PRC in November 2014. Ms. Gu Jihong has been accredited as the certified internal auditor (CIA), the certified anti-money laundering specialist (CAMS), the certified documentary credit specialist (CDCS) and senior economists and has the certification in control self-assessment (CCSA).
Mr. LYU Fei (呂飛), aged 53, has been the general manager of No. 4 investment department of Cinda Investment Co., Ltd. (信達投資有限公司) since May 2018.
Mr. Lyu Fei worked in Pingdingshan Mining Coal Machinery Factory (平頂山煤礦機 械廠 , currently known as Pingdingshan Mining Coal Machinery Co., Ltd. (平頂山煤 礦機械有限責任公司)) and Pingdingshan Mining Bureau (平頂山礦務局, currently known as China Pingmei Shenma Enery & Chemical Group Co., Ltd. (中國平煤神馬 能源化工集團有限責任公司)) from July 1984 to December 2000, during which he held positions including the manager of finance department of Pingdingshan Tian An Coal Industry Co., Ltd. (平頂山天安煤業股份有限公司). He worked as deputy chief accountant and finance minister of Beijing Construction Engineering Group Co., Ltd. (北京建工集團有限公司) from December 2000 to March 2009. Mr. Lyu Fei served as the general manager of planning finance department and general manager of asset operation department of Cinda Investment Co., Ltd. from April 2009 to May 2018.
Mr. Lyu Fei graduated as an undergraduate majoring in financial accounting from Zhongnan University of Economics (中南財經大學, now known as Zhongnan University of Economics and Law (中南財經政法大學)) in Hubei, the PRC in January 1993, a master's degree of engineering from Tianjin University (天津大學) in Tianjin, the PRC in October 1997 and a doctor's degree of management from Sichuan University (四川大學) in Sichuan, the PRC in June 2016. He has been accredited as a senior accountant, senior international finance manager and senior international chartered finance director.
Mr. LUO Nan (羅楠 ), aged 54, has been a party committee member, the head of risk management and secretary of discipline inspection commission of Liaoning subsidiary of China Great Wall Asset Management Co., Ltd. (中國長城資產管理股份 有限公司) since August 2015.
From July 1987 to October 2003, Mr. Luo Nan successively worked at Jilin branch and Shenyang branch of People's Bank of China. From June 2000 to October 2001, he served as the party committee member and vice president of Songyuan City center sub-branch of People's Bank of China. From October 2003 to August 2015, he worked at Liaoning bureau of China Banking Regulatory Committee as the deputy director of the joint stock commercial bank regulatory division, the director of the No. 5 on-site inspection division and the director of the policy bank regulatory division, successively.
Mr. Luo Nan obtained a bachelor's degree of economics from Jilin University (吉林 大學) in Jilin, the PRC in July 1987 and a master's degree of economics from Jilin University in Jilin, the PRC in June 1995.
- 7 -
Independent Non-executive Directors
Mr. XIAO Geng (肖耿), aged 56, has been a professor of practice in finance at HSBC Business School, Peking University (北京大學匯豐商學院) since August 2018 and is an independent non-executivedirector of UBS (China) Limited (瑞士銀行(中國)有限 公司). He is also the chairman of Hong Kong Institute of International Finance (香 港國際金融學會), member of expert committee of Hengqin free trade zone of Zhuhai, Guangdong (廣東珠海橫琴自貿區專家委員會) and member of academic committee of International Monetary Institute of Renmin University of China (中國人民大學國 際貨幣研究所學術委員會).
Mr. Xiao Geng worked as consultant in research department of World Bank from July 1991 to August 1992. From September 1992 to August 2008, he served as lecturer, assistant professor and associate professor in school of economics and finance of University of Hong Kong. From July 1996 to December 1996, he was a visiting scholar at the center of international development at Harvard University (哈佛大學 國際發展研究院). From January 2000 to December 2003, he was the advisor to chairman and head of research department of Securities and Futures Committee of Hong Kong. He was senior researcher at John L. Thornton China Center at Brookings Institution (布魯金斯學會約翰 • 桑頓中國中心) and also head of the Brookings- Tsinghua Center for Public Policy of Tsinghua University from January 2007 to June 2010. He served as head of Columbia University Global Center of Beijing from July 2010 to July 2011. He worked in the Fung Global Institute of Hong Kong (香港經綸 國際經濟研究院) as senior researcher, head of research and vice president from August 2011 to June 2015. He was professor of practice in finance and public policy of the business school and school of social science at the University of Hong Kong from July 2015 to June 2018.
Mr. Xiao Geng obtained a bachelor's degree of system science and management science from University of Science and Technology of China (中國科學技術大學) in Anhui the PRC in June 1985. He obtained a master's degree of economics from University of California, Los Angeles in June 1987 and a doctor's degree of economics from University of California, Los Angeles in June 1991.
Mr. XIE Taifeng (謝太峰), aged 61, has been an independent non-executive director of Bank of Zhengzhou Co., Ltd. (鄭州銀行股份有限公司), which is listed on the Stock Exchange (stock code: 6196) and on the Shenzhen Stock Exchange (stock code: 002936), since June 2015 and an independent director of Green Fund Management Co., Ltd. (格林基金管理有限公司) since October 2016, and an independent director of China Film Co., Ltd. (中國電影股份有限公司), which is listed on Shanghai Stock Exchange (stock code: 600977) since September 2019. He has also been successively working in Capital University of Economics and Business (首都經濟貿易大學). as associate dean and dean of school of finance and currently a a professor since July 2005. Mr. Xie Taifeng is also an executive director of China Financial Forum
- 8 -
(中國金融學會), executive director of China Urban Financial Society (中國城市金融 學會), executive director of China Institute of Rural Finance (中國農村金融學會), executive director of China International Finance Association (中國國際金融學會), director of China Strategic and Cultural Promotion Association (中國戰略文化促進
- ), secretary general of Beijing International Finance Association (北京市國際金融 學會), district committee government consultant Xicheng District, Beijing, the PRC (北京市西城區區委區政府).
Mr. Xie Taifeng took successive positions as teaching assistant, associate professor, professor, head of school of finance and associate dean of business school in Zhengzhou University (鄭州大學) from January 1982 to May 1998. He served as general manager of research and development center of Beijing Securities Co., Ltd. (北京證券有限責任公司, currently known as UBS Securities Co., Ltd. (瑞銀證券有 限責任公司)) from May 1998 to July 2001. He worked as professor and secretary of the Communist Party of China of school of business administration of Beijing Institute of Machinery Industry (北京機械工業學院) from July 2000 to July 2005.
Mr. Xie Taifeng obtained a bachelor's degree of economics from Zhengzhou University (鄭州大學) in Henan, the PRC in January 1982, a master's degree of economics from Southwestern University of Finance and Economics (西南財經大學) in Sichuan, the PRC in July 1986 and a doctor's degree of economics from Southwestern University of Finance and Economics (西南財經大學) in Sichuan, the PRC in May 1999.
Mr. WU Jun (吳軍), aged 66, has been working in University of International Business and Economics (對外經濟貿易大學) as a professor of finance since June 2000, during which time, he was also the dean of school of finance from June 2000 to July 2009. He served as the independent director of Shenzhen Shenxin Taifeng Group Co.,Ltd. (深信泰豐(集團)股份有限公司) (now known as Digital China Group Co.,Ltd. (神州數碼集團股份有限公司)) which is listed on Shenzhen Stock Exchange (stock code: 000034) from June 2008 to June 2014, and the independent director of Southwest Securities Co., Ltd. (西南證券股份有限公司) which is listed on Shanghai Stock Exchange (stock code: 600369) from March 2009 to March 2017. He has been the independent director of Southwest Securities International Securities Limited (西 證國際證券股份有限公司) which is listed on the Stock Exchange (stock code: 812) since January 2015, the external supervisor of Jinshang Bank Co., Ltd. (晉商銀行股 份有限公司) which is listed on the Stock Exchange (stock code: 2558) since April 2018 and the independent director of Shijihengtong Technology Co., Ltd. (世紀恒通 科技股份有限公司) since March 2019.
Mr. Wu Jun took successive positions as teaching assistant, lecturer and head of teaching and research office of monetary banking in Yunnan University of Finance and Economics (雲南財經大學) from August 1981 to September 1992, and as associate professor, professor and head of school of finance in China Institute of Finance and Banking (中國金融學院) from October 1992 to June 2000.
- 9 -
Mr. Wu Jun obtained a master's degree of economics and a doctor's degree of economics from PBC School of Finance, Tsinghua University (清華大學五道口金融 學院) in Beijing, the PRC in July 1988 and March 1995, respectively.
Mr. WANG Xiongyuan (王雄元), aged 47, has been working in school of accounting of Zhongnan University of Economics and Law (中南財經政法大學) since July 1999 and has been a professor and the deputy dean of school of accounting since December 2009 and March 2013, respectively. He was an independent director of Beijing Creative Distribution Automation Co., Ltd. (北京科銳配電自動化股份有限公司), which is listed on Shanghai Stock Exchange (stock code: 002350), from June 2015 to March 2016, and has been an independent director of Sichuan Kexin Mechanical and Electrical Equipment Co.,Ltd.(四川科新機電股份有限公司), which is also listed on Shanghai Stock Exchange (stock code: 300092), since October 2017.
Mr. Wang Xiongyuan obtained a bachelor's degree and a master's degree of economics (accounting) from Zhongnan University of Economics and Law (中南財經 政法大學) in Hubei, the PRC in July 1994 and July 1999, respectively. He obtained
- doctor's degree of management (accounting) from Sun Yat-sen University (中山大 學) in Guangdong, the PRC in December 2008.
Mr. SU Mingzheng (蘇明政), aged 39, has been working in Bohai University (渤海 大學) since September 2003 and successively served as teaching assistant and lecturer and currently serves as associate professor. Mr. Su Mingzheng is also a director of Liaoning Financial Law Society (遼寧省金融法學會), a director of Insurance Society of China (中國保險學會), a member of Liaoning Finance Teaching Guidance Committee (遼寧省金融學專業教學指導委員會). Mr. Su Mingzheng has also been admitted into the Development Program for Liaoning Excellent Talents in University (遼寧省高等院校傑出青年人才成長計劃).
Mr. Su Mingzheng obtained a bachelor's degree of economics from Xi'an Jiaotong University (西安交通大學) in Shaanxi, the PRC in July 2003, a master's degree in economics from Dongbei University of Finance and Economics (東北財經大學) in Liaoning, the PRC in January 2009, and a doctor's degree in economics from Dongbei University of Finance and Economics (東北財經大學) in Liaoning, the PRC in July 2014.
Save as disclosed above, each of the abovementioned Director candidates did not hold any other positions in the Bank or any of its subsidiaries, or hold any directorships in other listed companies in the last three years. Each of the abovementioned Director candidates does not have any relationship with any
- 10 -
Director, Supervisor, senior management of the Bank or substantial Shareholders, nor does he/she have or is he/she deemed to have any interest or short positions in the Shares, underlying shares or debentures of the Bank or any of its associated corporation within the meaning of Part XV of the SFO.
The Bank will enter into a service contract for each of the abovementioned Director candidates' respective position for an initial term commencing from the date of approval of qualifications by the relevant regulatory authorities till the end of the sixth session of the Board, respectively, which may be terminated by either party furnishing written notice of not less than three months and in any event subject to retirement and re-election at general meetings in accordance with the Articles of Association. The Bank will determine the remuneration for each of the abovementioned Director candidates based on, among other things, his/her responsibilities, authorities and benefits, combining incentives with restraints and focusing on both short-term and mid-to-long term incentives.
Save as disclosed above, the Board is not aware of any other matters in relation to the election of each of the abovementioned Director candidates that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.
The Bank would like to extend its gratitude to the Directors of the fifth session of the Board for their significant contributions made to the Bank. Each of Mr. Zhang Wei, Mr. Huo Lingbo, Mr. Wang Jing, Mr. Sun Jing, Ms. Wang Xiaoyu, Ms. Liu Hong, Ms. Gu Jie, Ms. Meng Xiao, Mr. Li Dongjun, Ms. Tang Fang, Mr. Choon Yew Khee, Mr. Lin Yanjun, Mr. Chang Peng'ao, Ms. Peng Taoying and Ms. Tan Ying has confirmed that he/she has no disagreement with the Board and the Bank and there are no matters in relation to his/her retirement that need to brought to the attention of the Shareholders.
PROPOSED ELECTION OF SUPERVISORS FOR THE SIXTH SESSION OF
THE SUPERVISORY COMMITTEE
In view of the changes in the shareholding structure of the Bank, a Shareholder who holds more than 3% of the total equity interests in the Bank has proposed and the Board has approved the early retirement of the fifth session of the Supervisory Committee before its expiration to ensure that the future stable operation and development of the Bank will be in the interests of the Shareholders and the Bank as
- 11 -
a whole. Pursuant to the Company Law of the PRC and the Articles of Association, the sixth session of the Supervisory Committee shall consist of eight Supervisors, including three employee representative Supervisors, two shareholder representative Supervisors and three external Supervisors, with terms of office of three years.
- Proposed Election of Shareholder Representative Supervisors and External Supervisors
The Bank is pleased to announce the nomination for election of the Supervisors as follows:
- each of Mr. Wu Zhengkui and Ms. Tang Fang as a Shareholder representative Supervisor candidate of the sixth session of the Supervisory Committee; and
- each of Mr. Meng Xuefeng, Mr. Guo Limao and Mr. Hu Guojie as an external Supervisor candidate of the sixth session of the Supervisory Committee.
The above election shall take effect upon Shareholders' approval at the AGM.
The biographical details of each of the above Supervisor candidates for election are set out as follows:
Shareholder Representative Supervisors
Mr. WU Zhengkui (吳正奎), aged 45, has been a supervisor of Orient Securities Company Limited, which is listed on the Shanghai Stock Exchange (stock code: 600958) and on the Stock Exchange (stock code: 3958), since April 2012. Since August 2013, he has been as an executive director of Greenland Hong Kong Holdings Ltd, which is listed on the Stock Exchange (stock code: 337).
From January 2002 to December 2003, Mr. Wu Zhengkui successively served as the chief and the manager of the financial department of Shanghai Greenland Construction Engineering Co., Ltd. (上海綠地建築工程有限公司). He has successively been the manager of financial department, assistant to the general manager of financial department, vice general manager of the financial department and the executive deputy general manager of the auditing center of Greenland Holdings Group Co., Ltd. (綠地控股集團有限公司), which is listed on the Shanghai Stock Exchange (stock code: 600606), since January 2004. He has been a director of Shanghai Yun Feng (Group) Co., Ltd. (上海雲峰(集團)有限公司) since January 2008 and the chief financial officer of Shanghai Xin Hua Publication (Group) Co., Ltd. (上 海新華發行(集團)有限公司) since January 2007. From November 2011 to December 2017, he served as a non-executive director of the Bank.
- 12 -
Mr. Wu Zhengkui obtained a mater's degree of accounting from Fudan University (復 旦大學) in Shanghai, the PRC in July 2008 and has the title of intermediate accountant.
Ms. TANG Fang (唐芳), aged 41, has been a non-executive Director since January 2019.
Ms. Tang Fang served at Beijing City Donghu Real Estate Company (北京市東湖房 地產公司) from July 2002 to June 2005. She then worked at the finance department of Beijing Urban Construction Investment Development Co., Ltd. (北京城建投資發 展股份有限公司) from June 2005 to December 2013. Ms. Tang Fang successively served as the financial manager of Beijing Urban Construction Wan Ke Tian Yun Property Co., Ltd. (北京城建萬科天運置業有限公司) from December 2013 to January 2018, and as the chief financial officer of Beijing Urban Construction (Shanghai) Equity Investment Management Co., Ltd. (北京城建(上海)股權投資管理 有限公司) from August 2015 to January 2018. She has been the vice secretary of the director and supervisor works department of Beijing Urban Construction Investment Development Co., Ltd. (北京城建投資發展股份有限公司), which is listed on the Shanghai Stock Exchange (stock code: 600266), since January 2018, a director of Beijing Shoucheng Land Co., Ltd. (北京首城置業有限公司）since February 2018, a director of Beijing Urban Construction Investment & Development Co., Ltd. (北京城 建興瑞置業開發有限公司）since May 2018 and a director of Beijing Urban Construction Xingye Land Co., Ltd. (北京城建興業置地有限公司) since July 2018.
Ms. Tang Fang obtained a bachelor's degree in taxation from Tianjin University of Commerce (天津商學院) in Tianjin, the PRC in June 2002. She has been accredited as an intermediate economist by Beijing Municipal Bureau of Personnel (北京市人事
- ) since November 2008.
External Supervisors
Mr. MENG Xuefeng (孟雪峰), aged 41, serves as a member of Chinese People's Political Consultative Conference of Jinzhou City and a guest professor of Bohai University (渤海大學) and Jinzhou Medical University (錦州醫科大學).
Mr. Meng Xuefeng has held various positions, including the chair of Liaoning Rongda Lawyer Office (遼寧戎達律師事務所) since January 2003, a member and the vice general secretary of the law sector of All-China Youth Federation since March 2016, a member of the legal expert tank of the government of Jinzhou City since June 2018, the executive vice president of the Lawyers Association of Jinzhou City (錦州 市律師協會) since November 2018 and the lawyer expert for criminal legal matters of Liaoning Province since December 2018 and the managing director of the Lawyers Association of Liaoning Province (遼寧省律師協會) since April 2019.
- 13 -
Mr. Meng Xuefeng graduated from Liaoning University (遼寧大學) in Liaoning, the PRC as an undergraduate majoring in economic law in July 2001.
Mr. GUO Limao (郭李茂), aged 35, has served as a director of Jinzhou City Chuang Shi Investment and Finance Guarantee Co., Ltd. (錦州市創實投融資擔保有限公司) since September 2019.
Mr. Guo Limao served as, among other things, the head of the administration section and vice head of finance section of Jinzhou City Funeral Home (錦州市殯儀館) from August 2008 to October 2018. He has served as the head of the risk control department of Jinzhou City Guarantee Group Co., Ltd. (錦州市擔保集團有限公司) since October 2018. He has also served as a supervisor of Jinzhou City Guarantee Group Co., Ltd. (錦州市擔保集團有限公司) since July 2019.
Mr. Guo Limao obtained a bachelor's degree of engineering from Shenyang University of Chemical Technology in Liaoning, the PRC in July 2007.
Mr. HU Guojie (胡國傑), aged 54, serves as a member of the National Think Tank Alliance of Cities along the Route of "the Belt and Road" (全國"一帶一路"沿線城市 智庫聯盟), a member of Liaoning Province International Trade Association (遼寧省 國際貿易學會) and a member of China Business Statistics Association (中國商業統 計學會).
Mr. Hu Guojie has been a professor of the economics and management school of Liaoning University of Technology (遼寧工業大學) since December 2011. He served as a lecturer of Liaoning Province Jinzhou School of Grains (遼寧省錦州糧食學校) from July 1988 to May 1997.
Mr. Hu Guojie obtained a bachelor degree of science from Liaoning Normal University (遼寧師範大學) in Liaoning, the PRC in July 1988 and a master equivalent in corporate management from Nanjing University of Finance and Economics (南京財經大學) in Jiangsu, the PRC in July 1992.
Save as disclosed above, each of the abovementioned Supervisor candidates did not hold any other positions in the Bank or any of its subsidiaries, or hold any directorships in other listed companies in the last three years. Each of the abovementioned Supervisor candidates does not have any relationship with any Director, Supervisor, senior management or substantial Shareholders of the Bank, nor does he/she have or is deemed to have any interest or short positions in the shares, underlying shares or debentures of the Bank or any of its associated corporation within the meaning of Part XV of the SFO.
- 14 -
The Bank will enter into a service contract for each of the abovementioned Supervisor candidates' respective position for an initial term commencing from the date of approval by the Shareholders at the AGM till the end of the sixth session of the Supervisory Committee, respectively, in any event subject to retirement and re-election in accordance with the Articles of Association. The Bank will determine the remuneration for each of the abovementioned Supervisor candidates based on, among other things, his/her responsibilities, authorities and benefits, combining incentives with restraints and focusing on both short-term and mid-to-long term incentives.
Save as disclosed above, the Board is not aware of any other matters in relation to the election of each of the abovementioned Supervisor candidates that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
II. Election of Employee Representative Supervisors
According to article 219 of the Articles of Association, employee representative Supervisors shall be elected or replaced by the employee representative meeting of the Bank. The employee representative Supervisors of the sixth session of the Supervisory Committee will be elected at the employee representative meeting of the Bank, whose election is not subject to the approval by Shareholders according to relevant provisions of the Articles of Association. The Bank will make further announcement(s) in compliance with the relevant laws and regulations as and when appropriate.
The Bank would like to extend its gratitude to the Supervisors of the fifth session of the Supervisory Committee for their significant contributions made to the Bank. Each of Mr. Cai Hongguang, Mr. Dai Shujun, Ms. Cao Wenqing, Ms. Li Wei, Ms. Li Xiu, Mr. He Baosheng, Mr. Chen Tanguang, Ms. He Mingyan, Mr. Jiang Daxing, Mr. Deng Xiaoyang, Ms. Nie Ying, Ms. Li Tongyu and Ms. Zhao Hongxia has confirmed that he/she has no disagreement with the Board, the Supervisory Committee or the Bank and there are no matters in relation to his/her retirement that need to brought to the attention of the Shareholders.
PROPOSED PRIVATE PLACEMENT OF DOMESTIC SHARES, RELEVANT AUTHORIZATION MATTERS AND CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION
- Proposed Private Placement
To further improve the Bank's comprehensive competitiveness, enhance its risk resistance capability, improve its capital adequacy ratio and core capital adequacy
- 15 -
ratio and improve the continuous development of the Bank, the Board proposes to issue, pursuant to a specific mandate to be sought at the AGM and the Class Meetings, not more than 6.2 billion New Domestic Shares, representing approximately 79.67% of the total existing issued share capital of the Bank before the issue, and approximately 44.34% of total enlarged issued share capital of the Bank after the issue; and representing approximately 145.39% of the existing issued Domestic Shares of the Bank before the issue, and approximately 59.25% of the enlarged issued Domestic Shares of the Bank after the issue (without taking into account of the conversion of the Offshore Preference Shares).
The Proposed Private Placement under specific mandate and other related matters below are conditional upon and subject to (i) the obtaining of the Shareholders' approvals as special resolutions at the AGM and the Class Meetings and necessary approvals from the CBIRC and other relevant regulatory authorities; and (ii) the entering into of subscription agreements between the Bank and the investors and such subscription agreements not being terminated in accordance with the terms therein.
The plan of the Proposed Private Placement is set forth as follows:
- Class of shares and nominal value: ordinary domestic shares with a nominal value of RMB1.00 each to be subscribed for by domestic investors in RMB under the Proposed Private Placement.
- Number of shares to be issued: not more than 6.2 billion shares, representing approximately 59.25% of the total number of domestic shares of the Bank in issue after completion of the Proposed Private Placement. The actual number of shares to be issued is subject to the approval of the regulatory authorities.
- Target placees: the target placees of the Proposed Private Placement will be qualified domestic institutional investors, which will be determined by the Board according to the negotiation between the Bank and the placees and the regulatory authorities. The actual placees are subject to the approval of the regulatory authorities.
- Pricing methodology: the issue price of the New Domestic Shares under the Proposed Private Placement shall be determined with reference to the latest audited net asset value per share of the Bank and its evaluation value. Subject to the regulatory requirements and market practice, the issue price shall be determined by taking into account the interest of Shareholders, appetite of investors and risks in relation to the placement and with reference to the prevailing capital market conditions and performance of the historical stock price of the Bank. The issue price of the New Domestic Shares under the
- 16 -
Proposed Private Placement shall not be lower than the lowest possible price permissible under Rule 7.27B of the Listing Rules, at which price the theoretical dilution effect of the Proposed Private Placement shall not in any circumstances be 25% or more.
- Method of issue: the Proposed Private Placement will be conducted by way of private placement of shares to specified target placees.
- Use of proceeds: the net proceeds from the Proposed Private Placement after deducting the relevant issuing expenses incurred will be used to replenish the core tier-one capital of the Bank.
- Distribution of undistributed accumulated profit: the Bank will distribute its profit in accordance with the relevant resolution at its general meeting before completion of the Proposed Private Placement. The accumulated profit accrued before completion of the Proposed Private Placement shall be shared by all of the existing and new Shareholders after completion of the Proposed Private Placement in proportion to their respective shareholdings.
- Validity period of the proposed issue plan: the Proposed Private Placement shall be valid for 12 months since being approved at the AGM and the Class Meetings. The Board may, if necessary, seek approval from the Shareholders' general meetings for the extension of the validity period of the Proposed Private Placement.
- 17 -
II. Authorization to the Board to Implement the Proposed Private Placement
For the purpose of the Proposed Private Placement, it will be proposed to the AGM and the Class Meetings to authorize the Board, and allow the Board to delegate the authority to Mr. Guo Wenfeng (the president of the Bank) and Mr. Yu Jun (the chief financial officer of the Bank) to individually and jointly determine and deal with the matters relating to the Proposed Private Placement, including but not limited to:
- amending and optimizing the plan on the Proposed Private Placement and organizing its implementation subject to the restrictions imposed on the plan of the Proposed Private Placement as approved by the general meeting, according to the comments of regulatory authorities in or out of the PRC and based on market conditions and actual situation of the Bank, including but not limited to the offering size, pricing methodology, target placees, timing of issue, use of proceeds and other specific matters relating to the implementation of the plan on the Proposed Private Placement; making corresponding adjustments (including the suspension and termination of the implementation of the issuance plan) to matters in relation to the specific plan on the Proposed Private Placement as a result of changes in relevant laws, regulations or regulatory documents, or changes in regulatory policies, or changes in market conditions, save for those matters required to be voted on again at a general meeting according to the requirements of relevant laws, regulations, regulatory documents and the Articles of Association;
- negotiating matters relating to the subscription of shares with subscribers (including the terms of the share subscription agreements) based on the plan of the Proposed Private Placement and finalizing, signing, executing and completing the share subscription agreements (including any supplemental agreements, if necessary);
- handling the procedures relating to reviewing and examination, registration, filing, applying for approval and consent with the regulatory authorities and the stock exchanges in or out of the PRC in connection with the matters relating to the Proposed Private Placement according to the plan thereof; signing, executing, amending and completing all necessary documents to be submitted to competent authorities, organizations and individuals in or out of the PRC with respect to the Proposed Private Placement; and taking such steps as necessary, expedient or appropriate with respect to the Proposed Private Placement;
- drafting, amending, signing, submitting, publishing, disclosing, implementing, suspending or terminating any agreements, contracts, announcements, circulars or other relevant legal documents relating to the Proposed Private Placement; engaging financial advisors, law firms, accounting firms, asset valuers and other agencies relating to the Proposed Private Placement, and determining and paying expenses relating to the Proposed Private Placement;
- 18 -
- upon completion of the Proposed Private Placement, making corresponding amendments to the articles regarding the registered capital and shareholding structure of the Bank in the Articles of Association, and handling the change, filing and registration procedures with company registration authorities and other relevant government departments;
- upon completion of the Proposed Private Placement, increasing in the registered capital of the Bank accordingly and handling the relevant approval procedures of the regulatory authorities and handling the change and registration procedures of the governmental authorities in charge of industrial and commercial administration;
- completing share registration with China Securities Depository and Clearing Corporation Limited for the New Domestic Shares issued under the Proposed Private Placement;
- taking all necessary actions to deal with matters relating to the Proposed Private Placement subject to the relevant laws, regulations, regulatory documents and the Articles of Association; and
- the authorization granted hereunder shall be valid for a term of 12 months from the date of being approved at the AGM and the Class Meetings. The Board may, if necessary, seek approval of the Shareholders' general meetings for extension of the validity period of such authorization.
- 19 -
- Effects of the Proposed Private Placement on the Shareholding Structure of the Bank
For reference and illustration purposes only, assuming that there are no changes to the issued share capital of the Bank prior to the completion of the Proposed Private Placement, the shareholding structure of the Bank (i) as at the date of this announcement; and (ii) immediately after completion of the Proposed Private Placement are as follows:
Immediately after | |||||||
the completion of | |||||||
As at the date of | the Proposed Private | ||||||
this announcement | Placement | ||||||
Number of | Number of | ||||||
Shares | % | Shares | % | ||||
Domestic Shares | 4,264,295,684 | 54.80 | 10,464,295,684 | 74.84 | |||
Non-public holders of | |||||||
Domestic Shares | 1,100,058,906 | 14.14 | 1,100,058,906 | 7.87 | |||
- ICBC Financial Asset | |||||||
Investment Co., Ltd. | |||||||
(工銀金融資產投資有限公司)(1) | 841,822,258 | 10.82 | 841,822,258 | 6.02 | |||
- Zhang Wei | 374,670 | 0.00481 | 374,670 | 0.00268 | |||
- Huo Lingbo | 369,107 | 0.00474 | 369,107 | 0.00264 | |||
- Wang Jing | 81,679 | 0.00105 | 81,679 | 0.00058 | |||
- Sun Jing | 20,000 | 0.00026 | 20,000 | 0.00014 | |||
- Wang Xiaoyu | 71,027 | 0.00091 | 71,027 | 0.00051 | |||
- Liu Hong | 91,541 | 0.00118 | 91,541 | 0.00065 | |||
- Li Dongjun(2) | 246,686,586 | 3.17012 | 246,686,586 | 1.76436 | |||
- Cai Hongguang | 292,635 | 0.00376 | 292,635 | 0.00209 | |||
- Dai Shujun | 124,419 | 0.00160 | 124,419 | 0.00089 | |||
- Li Wei | 69,026 | 0.00089 | 69,026 | 0.00049 | |||
- Li Xiu | 55,958 | 0.00072 | 55,958 | 0.00040 | |||
- He Baosheng(3) | 10,000,000 | 0.12851 | 10,000,000 | 0.07152 | |||
Public holders of Domestic Shares(4) | 3,164,236,778 | 40.66 | 9,364,236,778 | 66.97 | |||
- New Domestic Shares | - | - | 6,200,000,000 | 44.34 | |||
H Shares | 3,517,320,000 | 45.20 | 3,517,320,000 | 25.16 | |||
Total | 7,781,615,684 | 100.00 | 13,981,615,684 | 100.00 | |||
- 20 -
Notes:
-
Such Shares are directly held by ICBC Financial Asset Investment Co., Ltd. (工銀金融資產投資 有限公司), which is wholly owned by Industrial and Commercial Bank of China Limited (中國 工商銀行股份有限公司). Industrial and Commercial Bank of China Limited (中國工商銀行股份 有限公司) is owned by Central Huijin Investment Ltd. (中央匯金投資有限責任公司) as to 34.71%. Under the SFO, Central Huijin Investment Ltd. (中央匯金投資有限責任公司) and Industrial and Commercial Bank of China Limited (中國工商銀行股份有限公司) are taken or deemed to be interested in all the Shares held by ICBC Financial Asset Investment Co., Ltd. (工
銀金融資產投資有限公司). - Such Shares are held by Jincheng International Logistics Group Co., Ltd. (錦程國際物流集團股 份有限公司) and Dalian Changxing Island Green-city Development Co., Ltd. (大連長興島綠城 發展有限公司) as to 213,507,565 Shares and 33,179,021 Shares, respectively. 99.82% equity interests in Jincheng International Logistics Group Co., Ltd. is owned by Jinlian Holding Group Co., Ltd. (錦聯控股集團有限公司), which is held by Mr. Li Dongjun as to 90%. Dalian Changxing Island Green-city Development Co., Ltd. is wholly-owned by Jinlian Asset Management Co., Ltd. (錦聯資產管理有限公司), which is in turn wholly-owned by Jinlian Holding Group Co., Ltd., whose 90% equity interests in turn is owned by Mr. Li Dongjun. Under the SFO, Mr. Li Dongjun is taken or deemed to be interested in all the Shares held by Jincheng International Logistics Group Co., Ltd. and Dalian Changxing Island Green-city Development Co., Ltd.
- Such Shares are held by Jinzhou Jinhua Co., Ltd. (錦州錦華股份有限公司), which is held by Mr. He Baosheng as to 46.77%. Under the SFO, Mr. He Baosheng is taken or deemed to be interested in all the Shares held by Jinzhou Jinhua Co., Ltd.
- Assuming all of the New Domestic Shares will be held by public as defined under Rule 8.24 of the Listing Rules.
IV. Equity fund raising activities during the past 12 months
On 21 December 2018, the Bank completed the placing of 1,000,000,000 new H Shares under a specific mandate. As at the date of this announcement, the gross proceeds of approximately HK$8.3 billion, after deduction of all applicable costs and expenses including commission and levies, have all been used to replenish the core tier-one capital of the Bank.
Save as disclosed above, there has been no other fund raising activity involving the issue of equity securities of the Bank in the 12 months preceding the date of this announcement.
- 21 -
- Proposed Consequential Amendments to the Articles of Association
Upon completion of the Proposed Private Placement, the number of Domestic Shares in issue, the registered capital and the capital structure of the Bank will change and therefore consequential amendments to the Articles of Association are necessary.
The proposed amendments to the Articles of Association will be subject to the approval of the Shareholders at the AGM and the Class Meetings by way of a special resolution and the approval from the CBIRC or its branches, and will become effective upon approvals by the Shareholders and relevant regulatory authorities.
The amendments may involve the following existing articles of the Articles of Association:
Article 26 With the approval of the authority authorized by the State Council, the Bank may issue 6,781,615,684 ordinary shares. The shareholding structure of the Bank is: 6,781,615,684 ordinary shares, among which, 4,264,295,684 are domestic shares, accounting for 62.88% of the total shares of the Bank; 2,517,320,000 are H shares, accounting for 37.12% of the total shares of the Bank.
Article 29 The Bank's registered capital shall be RMB6,781,615,684.
PROPOSED ADOPTION OF AUTHORIZATION PLANS FOR WRITE-OFFS OF BAD DEBTS
In order to specify the authority of the Bank to write off the bad debts and improve the settlement efficiency of non-performing assets, a Shareholder who holds more than 3% of the total equity interests in the Bank has proposed and the Board has approved the adoption of the authorization plans for the write-offs of the Bank's bad debts as below:
- the Shareholders delegate the entire authority for the write-offs of the bad debts for loans and the investment businesses of the transfer plans for beneficial rights to the Board in order to improve the management efficiency of the assets quality.
- the Board is authorized to delegate the write-offs works for loans and the investment businesses of the transfer plans for beneficial rights to the senior management of the Bank to the extent of above authorization of the Shareholders depending on the actual situation of the Bank in order to improve the management efficiency of the assets quality.
The adoption of the above authorization plans for the write-offs of the bad debts shall take effect upon Shareholders' approval at the AGM.
- 22 -
GENERAL
In accordance with the relevant provisions, the Board will submit the above matters to the AGM and/or the Class Meetings (as the case may be) for consideration and approval. A supplemental circular containing, among other things, details of the above matters together with the revised forms of proxy will be despatched to the Shareholders in due course.
The Proposed Private Placement is subject to certain conditions, including but not limited to the market condition, the Shareholders' approval at the AGM and the Class Meetings, as well as the approvals of relevant regulatory authorities, and accordingly, may or may not proceed. Shareholders and potential investors are advised to exercise caution in dealing in the securities of the Bank.
DEFINITIONS
Unless the context otherwise requires, the following expressions in this announcement have the following meanings:
"AGM" | the annual general meeting of the Bank to be held at |
9:30 a.m. on Friday, 18 October 2019 or any | |
adjournment thereof | |
"Articles of | the articles of association of the Bank, as amended from |
Association" | 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 |
"CBIRC" | China Banking and Insurance Regulatory Commission |
"Chairman" | the chairman of the Bank |
"Class Meeting(s)" | the Domestic Shareholders' Class Meeting and/or the H |
Shareholders' Class Meeting | |
"Director(s)" | the director(s) of the Bank |
"Domestic 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 or credited as paid up in Renminbi by | |
PRC nationals and/or PRC corporate entities |
- 23 -
"Domestic | the holder(s) of Domestic Shares |
Shareholder(s)" | |
"Domestic | the 2019 first class meeting of Domestic Shareholders |
Shareholders' Class | or any adjourned meeting of the Bank to be held on |
Meeting" | Friday, 18 October 2019 immediately after the |
conclusion of the AGM or any adjournment thereof | |
(whichever is the later) | |
"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 | |
"H Shareholder(s)" | the holder(s) of H Shares |
"H Shareholders' Class | the 2019 first class meeting of H Shareholders or any |
Meeting" | adjourned meeting of the Bank to be held on Friday, 18 |
October 2019 immediately after the conclusion of the | |
Domestic Shareholders' Class Meeting or any | |
adjournment thereof (whichever is the later) | |
"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, supplement or otherwise | |
modified from time to time | |
"New Domestic Shares" | not more than 6.2 billion new Domestic Shares |
proposed to be issued upon the exercise of a specific | |
mandate to be granted to the Board by the Shareholders | |
at the AGM and the Class Meetings | |
"Offshore Preference | the US$1,496,000,000 5.50% non-cumulative perpetual |
Shares" | offshore preference shares issued by the Bank on 27 |
October 2017 and listed on the Stock Exchange (stock | |
code: 4615) | |
"Ordinary Share(s)" or | the Domestic Share(s) and/or the H Share(s), excluding |
"Shares" | the Offshore Preference Shares |
"PRC" | the People's Republic of China, for the purpose of this |
announcement, excluding Hong Kong, the Macau | |
Special Administrative Region of the PRC and Taiwan |
- 24 -
"Proposed Private | the proposed private placement of not more than 6.2 |
Placement" | billion New Domestic Shares |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of |
the Laws of Hong Kong) | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supervisor(s)" | the supervisors of the Bank |
"Supervisory | the supervisory committee of the Bank |
Committee"
By order of the Board
Bank of Jinzhou Co., Ltd.*
Zhang Wei
Chairman
Jinzhou, Liaoning Province, the PRC
27 September 2019
As at the date of this announcement, the Board comprises Mr. Zhang Wei, Mr. Huo Lingbo, Mr. Wang Jing, Mr. Sun Jing and Ms. Wang Xiaoyu, as executive Directors; Ms. Liu Hong, Ms. Gu Jie, Ms. Meng Xiao, Mr. Li Dongjun and Ms. Tang Fang, as non-executive Directors; Mr. Choon Yew Khee, Mr. Lin Yanjun, Mr. Chang Peng'ao, Ms. Peng Taoying and Ms. Tan Ying 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.
- 25 -
Attachments
- Original document
- Permalink
Disclaimer
Bank of Jinzhou Co. Ltd. published this content on 29 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2019 11:02:02 UTC
