(1) Proposed Appointment of Non-Executive Directors;And (2) Proposed Change of Registered Capital and Amendments to the Articles of Association
Total Page:16
File Type:pdf, Size:1020Kb
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. (1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS;AND (2) PROPOSED CHANGE OF REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION The Board of Directors (the “Board”) of Bank of Guizhou Co., Ltd. (the “Bank”) hereby announces that: 1. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS Reference is made to the announcement of the Bank dated 16 March 2019 in relation to the resignation of Non-executive Directors. Due to work arrangement, Mr. Yang Mingshang, a former Non-executive Director of the Bank tendered his resignation to the Board and resigned as a Non-executive Director of the Bank on 16 March 2020 and due to work arrangement, Mr. Chen Yongjun, a former Non- executive Director of the Bank tendered his resignation to the Board and resigned as a Non-executive Director of the Bank on 16 March 2020. Mr. Yang Mingshang and Mr. Chen Yongjun have both confirmed that they have no disagreement with the Board and there are no other matters in relation to their resignations that need to be brought to the attention of the shareholders and creditors of the Bank or The Stock Exchange of Hong Kong Limited. – 1 – According to the nomination policy of the directors of the Bank, Finance Bureau of Guizhou Province (貴州省財政廳), China Kweichow Moutai Distillery (Group) Co., Ltd. (中國貴州茅台酒廠(集團)有限責任公司), GuiAn New District Development and Investment Co., Ltd. (貴安新區開發投資有限公司), Guizhou Expressway Group Co., Ltd. (貴州高速公路集團有限公司), and Guizhou Water Investment Water Affairs Group (貴州水投水務集團有限公司), who are shareholders of the Bank, have respectively nominated Mr. Chen Jingde (“Mr. Chen”), Mr. Wang Zhiming (“Mr. Wang”), Mr. Shi Xianyin (“Mr. Shi”), Mr. Zhao Yong (“Mr. Zhao”) and Mr. Zhong Xueliang (“Mr. Zhong”) as Non- executive Directors of the Bank. The Board has considered and approved the proposed appointment of Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong as Non-executive Directors of the second session of the Board of the Bank. The term of office of Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong shall commence from the date of consideration and approval of their appointment by the shareholders’ general meeting and approval of their qualifications of the positions by the China Banking and Insurance Regulatory Commission Guizhou Office (“Guizhou CBIRC”), until the expiry of the term of the second session of the Board of the Bank. The biographical details of the above-named Director candidates are set out in Appendix I to this announcement. As of the date of the announcement and to the best knowledge of the Board, save as disclosed by this announcement, each of the Director candidates has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, each of the Director candidates does not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Bank. Each of the Director candidates does not have any interest in the shares of the Bank or its associated entities within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). – 2 – Save as disclosed in this announcement, there is no other information in relation to the appointment of each of the Director candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor are there any matters which need to be brought to the attention of the shareholders of the Bank. Each of the Director candidates has not been penalized by the CSRC or other relevant departments or stock exchanges. The Bank will enter into service contract with each of the appointed Directors (if appointed). Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong will not receive remuneration from the Bank during their tenure of services as Non- executive Directors of the Bank. 2. PROPOSED CHANGE OF REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION The H Shares of the Bank were issued on The Stock Exchange of Hong Kong Limited on 30 December 2019, a total of 2,200,000,000 H Shares were issued by the Bank at an issue price of HKD2.48 per share. The Directors have considered and approved the increase in the Bank’s registered capital from RMB12,388,046,744 to RMB14,588,046,744. The Board has considered and approved the amendments to the Articles of Association of the Bank of Guizhou Co., Ltd. (the “Articles of Association”) based on the change of the Bank’s registered capital, and also in accordance with relevant laws, regulations and other regulatory documents including the Approval of the State Council on the Adjustment to the Provisions Applicable to the Notice Period of Convening General Meetings and Other Matters of Overseas Listed Companies 《國務院關於調整適用在境外上市公司召開股東( 大會通知期限等事項規定的批覆》) implemented by the State Council on 17 October 2019, the recommendations of the Hong Kong Securities Clearing Company Limited and Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Details of the specific amendments are set out in Appendix II to this announcement. – 3 – Amendments to the Articles of Association shall be submitted to the shareholders’ general meeting of consideration and approval; among which, amendments to the Bank’s registered capital, the number of shares and proportion of the number of shares are still subject to the approval of change of registered capital by Guizhou CBIRC; while other amendments are subject to the approval of amendment to the Articles of Association by Guizhou CBIRC. Meanwhile, the Board of Directors proposes to the shareholders’ general meeting to approve and authorize the Board of Directors to delegate the authority to the Chairman of the Board of Directors (can in turn be delegated to other parties by the Chairman) to make appropriate adjustments and revisions to the amendments of the Articles of Association of the Bank, in accordance with the requests and recommendations of the regulatory authorities. The proposed appointment of Non-executive Directors, change of registered capital and amendment to the Articles of Association of the Bank shall be subject to the consideration and approval of the shareholders of the Bank in the shareholders’ general meeting. A circular containing, among others, details of the above-mentioned proposals, together with a notice of the shareholders’ general meeting, will be sent to the shareholders of the Bank in due course. By order of the Board Bank of Guizhou Co., Ltd. LI Zhiming Chairman Guiyang, the PRC, 26 March 2020 As of the date of this announcement, the Board of the Bank comprises Mr. LI Zhiming and Mr. XU An as executive directors; Ms. GONG Taotao and Mr. LU Lin as non-executive directors; and Mr. TANG Xin, Mr. WANG Gefan, Mr. SONG Ke, Mr. LI Shoubing and Mr. LAW Cheuk Kin Stephen as independent non-executive directors. * Bank of Guizhou 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. – 4 – APPENDIX I: BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES Mr. Chen Jingde, born in December 1969, is currently a member of the Party Committee, a Director and the deputy general manager of Guizhou Financial Holding Group Co., Ltd. (Guizhou Guimin Investment Group Co., Ltd.) (貴州金融控股集 團有限責任公司(貴州貴民投資集團有限責任公司)). Mr. Chen worked as an intern in the agricultural finance department of the Guizhou Provincial Finance Bureau (貴州省財政廳農業財務處) from July 1992 to August 1993; He served as a clerk of the agricultural finance department of the Guizhou Provincial Finance Bureau from August 1993 to February 1997, as a deputy director of the agricultural finance department of the Guizhou Provincial Finance Bureau from February 1997 to April 2001, and as the director of the agricultural finance department of the Guizhou Provincial Finance Bureau from April 2001 to August 2004. From August 2004 to December 2005, he served as a deputy director of the agricultural taxation department of Guizhou Provincial Finance Bureau (貴州省財政廳農業稅收處); From December 2005 to August 2013, he served as a deputy director of grass-root finance management department of Guizhou Provincial Finance Bureau ( 貴州省財 政廳基層財政管理處); From August 2013 to November 2014, he served as the director of grass-root finance management department of Guizhou Provincial Finance Bureau; From November 2014 to March 2019, he served as the director of agricultural department of Guizhou Provincial Finance Bureau; Mr. Chen has been serving as a member of the Party Committee, a Director and the deputy general manager in Guizhou Financial Holding Group Co., Ltd. (Guizhou Guimin Investment Group Co., Ltd.) since March 2019. Mr. Chen had been studying at the department of agricultural economics of Jiangxi University of Finance and Economics (江西財經學院) from September 1988 to July 1992, where he obtained a bachelor’s degree in economics with a major in Agricultural Finance; From September 2003 to July 2005, he had been studying at the post-graduate course in the School of Finance of the Central University of Finance and Economics ( 中央財經大學) (via correspondence); From September 2012 to June 2015, he graduated from Party School of Guizhou Provincial Committee of the Communist Party of China with a postgraduate degree in Economics and obtained a postgraduate degree of the provincial Party School.