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Guangdong Join-Share Financing Guarantee Investment Co., Ltd

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Guangdong Join-Share Financing Guarantee Investment Co., Ltd THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Guangdong Join-Share Financing Guarantee Investment Co., Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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. 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, PROPOSED ELECTION OF DIRECTORS AND SUPERVISORS, PROPOSED DIRECTORS AND SUPERVISORS’ ALLOWANCE AND NOTICE OF EGM Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular. A letter from the Board is set out on pages 4 to 19 of this circular. A notice convening the EGM to be held at 4: 00 p.m. on Friday, 4 June 2021 at the Training Room, 5/F, Building D, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC is set out on pages 33 to 36 of this circular. The proxy form for use at the EGM is also enclosed herein. Whether or not you are able to attend the EGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC (in case of any holders of Domestic Shares) or the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of any holders of H Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the relevant proxy form shall be deemed to be revoked. * For identification purposes only 14 May 2021 CONTENTS Page DEFINITIONS ..................................................................... 1 LETTER FROM THE BOARD .................................................... 4 Introduction ................................................................... 4 Proposedchangeofregisteredoffice ........................................... 5 ProposedamendmentstotheArticles .......................................... 5 Proposedre-electionandelectionofDirectors ................................. 15 Proposedre-electionandelectionofSupervisors ............................... 16 ProposedDirectorsandSupervisors’Allowance ............................... 17 Closureofbooks .............................................................. 18 EGMandvotingbypoll ...................................................... 18 Recommendations ............................................................. 19 Responsibility Statement . ................................................... 19 AdditionalInformation ........................................................ 19 APPENDIX I — BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS TO BE RE-ELECTED OR ELECTED AT THE EGM ............................................... 20 APPENDIX II — BIOGRAPHICAL DETAILS OF THE PROPOSED SUPERVISORS TO BE RE-ELECTED OR ELECTED AT THE EGM ............................................... 28 APPENDIX III— BIOGRAPHICAL DETAILS OF THE ELECTED EMPLOYEE REPRESENTATIVE SUPERVISORS .......... 31 NOTICE OF THE EXTRAORDINARY GENERAL MEETING ................... 33 –i– DEFINITIONS The following terms have the following meanings in this circular unless the context otherwise requires: ‘‘%’’ per cent ‘‘Articles’’ the articles of association of the Company, as amended from time to time ‘‘Board’’ the board of Directors ‘‘Board of Supervisors’’ the board of Supervisors ‘‘Company’’ 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 limited company incorporated in the PRC on 23 May 2003 and the H Shares of which are listed on the Stock Exchange (Stock Code: 1543) ‘‘Company Law’’ the Company Law of the PRC ‘‘Director(s)’’ the director(s) of the Company ‘‘Directors and the allowance policy of the Directors and the Supervisors Supervisors’ adopted by the Shareholders at general meetings of the Allowance Policy’’ Company from time to time ‘‘Domestic Share(s)’’ the issued ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as fully paid in RMB ‘‘EGM’’ the extraordinary general meeting of the Company to be held at the Training Room, 5/F, Building D, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC on Friday, 4 June 2021 at 4: 00 p.m. or any adjournment thereof ‘‘Group’’ collectively, the Company and its subsidiaries ‘‘Guideline for the the Guidelines for the Corporate Governance of Financing Corporate Guarantee《 ( 融資性擔保公司公司治理指引》)(YinJianFa[2010] Governance’’ No. 99) promulgated by the China Banking Regulatory Commission dated 25 November 2010 ‘‘H Share(s)’’ the overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which arelistedontheMainBoardoftheStockExchange ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong –1– DEFINITIONS ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Interim Measures’’ The Interim Measures for the Administration of Financing Guarantee Companies《 ( 融資性擔保公司管理暫行辦法》), approved by the State Council and jointly issued by the China Banking Regulatory Commission, the National Development and Reform Commission of the PRC, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the People’s Bank of China and the State Administration for Industry and Commerce of the PRC on 8 March 2010 ‘‘Latest Practicable 7 May 2021, being the latest practicable date prior to the printing Date’’ of this circular for ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Mandatory the Mandatory Provisions for the Articles of Association of the Provisions’’ Companies to be Listed Overseas《 ( 到境外上市公司章程必備條 款》) issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring theEconomicSystemofthePRC ‘‘Nomination the nomination committee of the Board Committee’’ ‘‘PRC’’ the People’s Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ collectively, the Domestic Share(s) and the H Share(s) ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited –2– DEFINITIONS ‘‘Supervisor(s)’’ the supervisor(s) of the Company In this circular, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. English translation of names in Chinese which are marked with ‘‘*’’ is for identification purpose only. –3– LETTER FROM THE BOARD 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) Executive Director: Registered office: Mr. Wu Liejin (Chairman and president) Unit 2202–2212, 22/F Chuangye Building Non-executive Directors: No. 215 Fenjiang Middle Road Mr. Zhang Minming Foshan, Guangdong Province Mr.LiShenHua PRC Mr. Luo Zhenqing Mr. Zhao Wei Principal place of business Mr. Zhang Deben in Hong Kong: 40th Floor, Independent Non-executive Directors: Dah Sing Financial Centre Mr. Wu Xiangneng No. 248 Queen’s Road East Mr. Leung Hon Man Wanchai Mr. Liu Heng Hong Kong 14 May 2021 To Shareholders Dear Sir or Madam, PROPOSED CHANGE OF REGISTERED OFFICE, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION, PROPOSED ELECTION OF DIRECTORS AND SUPERVISORS, PROPOSED DIRECTORS’ AND SUPERVISORS’ ALLOWANCE AND NOTICE OF EGM INTRODUCTION Reference is made to the announcement of the Company dated 7 May 2021. The purpose of this circular is to provide you information relating to (i) the proposed change of registered office of the Company; (ii) the proposed
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