Bank of Jinzhou Co., Ltd.* Articles of Association**
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Bank of Jinzhou Co., Ltd.* Articles of Association** Jinzhou, China * 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. ** Should there be any discrepancy between the Chinese and English versions of the Articles of Association, the Chinese version shall prevail. Chapter I General Provisions Article 1 Bank of Jinzhou Co., Ltd. (hereinafter referred to as the “Bank”) is a joint- stock limited liability company established in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and other relevant laws and administrative regulations of the PRC. Article 2 For the purposes of maintaining the legitimate rights and interests of the Bank, its shareholders and creditors, and of standardizing the organization and behaviour of the Bank, the Articles of Association is hereby formulated in combination with the actual circumstance of the Bank and according to the Company Law, the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Law of the People’s Republic of China on Commercial Banks (hereinafter referred to as the “Commercial Banking Law”), the Prerequisite Clauses for Articles of Association of Companies to Be Listed Overseas, the Special Provisions of the State Council on the Offering and Listing of Shares Overseas by Joint Stock Limited Companies (the “Special Provisions”) and other relevant laws, administrative regulations, departmental rules and relevant regulations by securities regulatory authorities of the jurisdiction where the Bank’s shares are listed. Article 3 The Bank is a joint-stock commercial bank established by means of promotion in accordance with the Company Law, the Commercial Banking Law and other relevant laws and regulations, and upon approval of the Reply on Jinzhou’s Carrying out the Formation of Urban Cooperative Banks (Y.F. No. [1996]295) and the Approval on the Opening of Jinzhou Urban Cooperative Banks (Y.F. No. [1997]29) issued by the People's Bank of China. It was registered with the Municipal Administration for Industry and Commerce of Liaoning on 22 January 1997, and obtained the Business License for an Enterprise as a Legal Person (Registration No.: 24266821-1). Article 4 Promoters of the Bank are all the original shareholders of the sixteen urban cooperative commercial banks (including united urban cooperative banks) in Jinzhou and other new shareholders acting as promotors. Article 5 Registered name of the Bank: Chinese name: 锦州银行股份有限公司, in short form: 锦州银行. English name: BANK OF JINZHOU CO., LTD., in short form: BANK OF JINZHOU Article 6 The domicile of the Bank: No. 68, Keji Road, Songshanxin District, Jinzhou City, Liaoning Province, China; postal code: 121013; Tel: (86) 0416-3886952; Fax number: (86) 0416-3220003. Article 7 The Bank is a joint stock limited company of permanent existence. 2 Article 8 The Chairman of the Board of Directors shall be the legal representative of the Bank. Article 9 The total asset of the Bank shall be divided into shares of equal value. The respective liability of the shareholders of the Bank shall be limited to the shares held by them. The Bank shall be held liable for its debts with all its assets. Article 10 Upon approval by the shareholders’ general meeting of the Bank and by the Banking Regulatory Authority of the State Council, the Articles of Association of the Bank shall come into force from the day when the foreign shares issued by the Bank for overseas listing are listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Stock Exchange of Hong Kong”). From the date that the Articles of Association takes effect, the original Articles of Association of the Bank shall automatically lose effectiveness. From the effective date, the Articles of Association shall become a legally binding document that regulates the organization and behaviours of the Bank, the rights and obligations relationship between the Bank and its shareholders and among the shareholders. Article 11 The Articles of Association shall be binding upon the Bank, its shareholders, directors, supervisors, president and other senior management personnel, all of whom are entitled to claim their rights in relation to the Bank’s affairs in accordance with the Articles of Association. In accordance with the Articles of Association, shareholders shall have the right to take legal proceedings against the Bank; the Bank shall have the right to take legal proceedings against shareholders; shareholders shall have the right to take legal proceedings against other shareholders; and shareholders shall have the right to take legal proceedings against directors, supervisors, president and other of the Bank. The “legal proceedings” referred to in the preceding paragraph shall include filing suits to a court or applying for arbitration to an arbitration organization. Article 12 Other under the Articles of Association shall refer to the vice presidents, assistants to the president, the chief financial officer, secretary to the Board and other members determined by the Board of the Bank. Article 13 Based on the need of business development and subject to approval by the banking regulatory authority of the State Council, the Bank may set up branches in domestic and overseas in conformity to the stipulations of laws and regulations of China or other relevant countries. Article 14 Subject to approval by the banking regulatory authority of the State Council, the Bank may invest in other enterprises in accordance with the laws, and shall assume responsibilities to the invested enterprises with limitation to its capital contribution or subscribed shares. The Bank shall not become an investor of an enterprise for which the Bank will assume several and joint liabilities. The Bank implements management system of first-grade legal person and hierarchical grades of operations. The Head Office shall carry out management mode of unified accounting, unified capital allocation, unified management and classified assessment for its branch offices. 3 Article 15 The Bank shall accept supervision and administration of the banking regulatory authority of the State Council and other regulatory authorities in accordance with laws. Chapter II Purpose and Scope of Business Article 16 The purpose of the Bank is: to operate in accordance with laws and to be guided by the market; to operate with focus on customers and with a purpose to realize economic benefits; and to provide high quality financial services for the society; and to create the maximum value for shareholders and other relevant parties on the premise of achieving the prudential operation and sustainable development of the Bank and therefore promote and provide support for the economic and social development. The operational principles of the Bank shall be safety, mobility and achieving benefits, and the Bank shall take responsible for its operation and assume risks and loses and set the discipline for itself. Article 17 The scope of business of the Bank, as registered in accordance with the laws, covers: (1) Absorbing public deposits; (2) Issuing short-term, medium-term and long-term loans; (3) Handling the domestic and international settlement; (4) Handling the acceptance and discount of bill; (5) Issuing financial bonds; (6) Proxy for issuing, cashing, and underwriting government bonds; (7) Transaction of government bonds and financial bonds; (8) Interbank borrowing; (9) Foreign exchange transactions of self-operation or on behalf of customers; (10) Bank card business; (11) Provision of L/C service and guarantee; (12) Collection and payment proxy services and proxy for insurance by-business; (13) Provision of safety-deposit box service; and (14) Sale of fund; (15) Other businesses approved by the banking regulatory authority of the State Council. Chapter III Shares and Registered Capital 4 Section I Issuance of Shares Article 18 The shares of the Bank shall be in the form of stock. All shares issued by the Bank shall be ordinary shares. Subject to approval of the approval authorities authorised by the State Council, the Bank may have other kinds of shares according to it needs. Article 19 The issuance of shares shall comply with the principle of openness, fairness and impartiality, and each share of the same category shall have equal rights. Shares of the same category issued at the same time shall be issued on the same conditions and at the same price. All entities and individuals shall pay the same price for each share of the same category they subscribe for. Article 20 All the shares issued by the Bank shall have a par value which shall be RMB1.00 for each share. Article 21 Subject to the examination and approval of the banking regulatory authority and the securities regulatory authority of the State Council, the Bank may issue shares to domestic and foreign investors. For the purposes of the preceding paragraph, the term “foreign investors” shall refer to investors from foreign countries or from Hong Kong Special Administrative Region, Macau Special Administrative Region or Taiwan that subscribe for shares issued by the Bank; and the term “domestic investors” shall refer to investors within the People’s Republic of China, excluding the above-mentioned regions, that subscribe for shares issued by the Bank. Article 22 Shares issued by the Bank to domestic investors for subscription in Renminbi shall be referred to as domestic shares. Shares issued by the Bank to overseas investors for subscription in foreign currency or shares acquired by overseas investors from domestic shareholders shall be referred to as foreign shares. Foreign shares which are listed outside the PRC shall be referred to as foreign shares listed overseas.