SHENGJING BANK CO., LTD.* 盛京銀行股份有限公司* (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 02066)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shengjing Bank Co., Ltd.*, you should at once hand this circular and the form of proxy and the reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. SHENGJING BANK CO., LTD.* 盛京銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02066) PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS PROPOSED RE-ELECTION AND ELECTION OF SUPERVISORS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING A letter from the Board is set out on pages 1 to 47 of this circular. A notice convening the EGM to be held at Room 604, 6/F, No. 109 Beizhan Road, Shenhe District, Shenyang, Liaoning Province, the PRC at 9:30 a.m. on Tuesday, 20 October 2020 set out on pages I-1 to I-3 of this circular. Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Wednesday, 30 September 2020 to the H Share Registrar and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof (as the case may be) to the H Share Registrar. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. 4 September 2020 * Shengjing Bank Co., Ltd. is not an authorised 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 authorised to carry on banking and/or deposit-taking business in Hong Kong. CONTENTS DEFINITIONS ................................................................ ii LETTER FROM THE BOARD ................................................... 1 APPENDIX I – NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING ...... I-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Articles of Association” the articles of association of the Bank, as amended from time to time “Bank” Shengjing Bank Co., Ltd. (盛京銀行股份有限公司), a joint stock company incorporated in the PRC with limited liability, whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange “Board” the board of Directors “Director(s)” the director(s) of the Bank “Domestic Shares” ordinary share(s) in the share capital of the Bank with nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi “EGM” the 2020 first extraordinary general meeting of the Bank to be held at Room 604, 6/F, No. 109 Beizhan Road, Shenhe District, Shenyang, Liaoning Province, the PRC at 9:30 a.m. on Tuesday, 20 October 2020 “H Share Registrar” Computershare Hong Kong Investor Services Limited “H Shares” overseas-listed foreign shares in the share capital of the Bank with nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited or “SEHK” “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Macau” the Macau Special Administrative Region of the PRC “PRC” the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, Macau and Taiwan “RMB” Renminbi, the lawful currency of the PRC – ii – DEFINITIONS “Shareholder(s)” the shareholder(s) of the Bank “Shares” the Domestic Shares and the H Shares “Supervisor(s)” the supervisor(s) of the Bank “Supervisory Board” the supervisory board of the Bank “SSE” the Shanghai Stock Exchange “SZSE” the Shenzhen Stock Exchange – iii – LETTER FROM THE BOARD SHENGJING BANK CO., LTD.* 盛京銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02066) Executive Directors: Registered office: QIU Huofa (chairman) No. 109 Beizhan Road WANG Yigong Shenhe District WU Gang Shenyang Liaoning Province Non-executive Directors: the PRC ZHANG Qiyang LIU Yanxue Principal place of business in Hong Kong: LI Jianwei Unit 4105, 41/F LI Yuguo Office Tower, Convention Plaza YUEN Wing Shing 1 Harbour Road ZHAO Weiqing Wanchai Hong Kong Independent non-executive Directors: NI Guoju KEUNG Chak TAI Kwok Leung, Alexander XING Tiancai LI Jinyi To the Shareholders Dear Sir or Madam, PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS PROPOSED RE-ELECTION AND ELECTION OF SUPERVISORS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING – 1 – LETTER FROM THE BOARD I. INTRODUCTION It is proposed that at the EGM to be held on Tuesday, 20 October 2020, the notice of which is set out on pages I-1 to I-3 of this circular, the resolutions will be proposed to approve, inter alia, the proposed re-election and election of Directors and Supervisors, and the proposed amendments to the Articles of Association. The purpose of this circular is to set out the notice of the EGM and to provide you with details regarding the resolutions mentioned above. II. MATTERS TO BE RESOLVED AT THE EGM 1. Proposed Re-election and Election of Directors According to Article 138 of the Articles of Association, the term of office of each of the Directors is three years. Upon expiry of such term, the Directors may offer themselves for re-election. The terms of office of the Directors of the sixth session of the Board will expire soon. All the incumbent Directors shall retire from office and shall be eligible for re- election at the EGM, except for Mr. WANG Yigong and Mr. WU Gang, who will not offer themselves for re-election as executive Directors, Mr. ZHANG Qiyang, Mr. LIU Yanxue, Mr. LI Jianwei, Mr. LI Yuguo, Mr. YUEN Wing Shing and Mr. ZHAO Weiqing, who will not offer themselves for re-election as non-executive Directors. The Board proposed the nomination for the re-election or election of the Directors as follows: (i) Mr. QIU Huofa, Mr. SHEN Guoyong, Ms. ZHANG Jun, Mr. SHI Yang and Ms. LI Ying as executive Director candidates of the seventh session of the Board; (ii) Mr. SU Qingxiang, Mr. LIANG Zhifang, Mr. ZHU Jialin, Ms. JIANG Liming and Mr. JI Kun as non-executive Director candidates of the seventh session of the Board; and (iii) Mr. NI Guoju, Mr. KEUNG Chak, Mr. TAI Kwok Leung, Alexander, Mr. XING Tiancai and Mr. LI Jinyi as independent non-executive Director candidates of the seventh session of the Board. The proposals regarding the election of executive Directors, non-executive Directors and independent non-executive Directors of the seventh session of the Board will be submitted to the EGM as separate ordinary resolutions for consideration and voting by means of cumulative voting. – 2 – LETTER FROM THE BOARD The biographical details of the above Director candidates are set out below: Executive Directors Mr. QIU Huofa (邱火發), aged 60, has been serving as the chairman of the Board, an executive Director of the Bank and the Party committee secretary since May 2019. Mr. QIU served as a non-executive Director of the Bank from May 2017 to May 2019 and as the vice chairman of the Board of the Bank from February 2018 to May 2019. From May 2016 to March 2019, Mr. QIU served as the executive vice president of Evergrande Group. From April 2001 to May 2016, he held various positions in different offices of China Everbright Bank. From September 2010 to May 2016, he successively served as a president assistant, the vice president and a Party committee member of its head office as well as the president and the Party committee secretary of its Beijing branch. From August 2007 to September 2010, he served as the president and a Party committee secretary of its Beijing branch. From November 2006 to August 2007, he served as the head of the business department and the Party committee secretary of its head office. From April 2001 to November 2006, he served as the president and the Party committee secretary of its Guangzhou branch. From December 1987 to April 2001, he held various positions in different offices of Bank of Communications. From March 2000 to April 2001, he served as the president and the Party leadership group secretary of its Changsha branch. From December 1987 to March 2000, he successively served as the section chief of the credit department, the head of a local office and a deputy director of its Wuhan branch, the president of its Wuchang sub-branch, and the vice president and a Party leadership group member of its Wuhan branch.