BANK of TIANJIN CO., LTD.* 天津銀行股份有限公司* (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 1578)
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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 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 Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), you should at once hand this circular along with the proxy form and reply slip to the purchaser or 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 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. BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578) PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR APPOINTMENT OF EXTERNAL AUDITORS FOR 2021 AND NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING A notice convening the EGM to be held at Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 a.m. on Tuesday, 1 December 2020 is set out on pages 9 to 11 of this circular. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if the proxy form is signed by a person on behalf of the appointor) must be delivered by H Shareholders to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 9:30 a.m. on Monday, 30 November 2020 (Hong Kong time). If you intend to attend the EGM in person or by proxy, H Shareholders of the Bank are required to return the reply slip in person, by post or by facsimile to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Wednesday, 11 November 2020. Completion and return of a proxy form will not preclude you from attending in person and voting at the EGM if you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. * Bank of Tianjin 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/deposit-taking business in Hong Kong. 16 October 2020 TABLE OF CONTENTS Page DEFINITIONS ..................................................... 1 LETTER FROM THE BOARD ........................................ 3 APPENDIX I – BIOGRAPHICAL PARTICULARS OF MR. WU HONGTAO .................................... 8 NOTICE OF EXTRAORDINARY GENERAL MEETING ................... 9 –i– DEFINITIONS In this circular, unless the context requires otherwise, the following expressions shall have the following meanings: “Articles of Association” the articles of association of the Bank as may be amended, modified or otherwise supplemented from time to time “Bank” Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), a joint stock company incorporated on 6 November 1996 in Tianjin, China with limited liability in accordance with PRC laws, and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches, the H Shares of the Bank were listed on the Stock Exchange on 30 March 2016 (Stock Code: 1578) “Board” the board of Directors of the Bank “CBIRC Tianjin Bureau” China Banking and Insurance Regulatory Commission Tianjin Bureau “Director(s)” the director(s) of the Bank “Domestic Share(s)” ordinary share(s) issued by the Bank, with a 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 Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 a.m. on Tuesday, 1 December 2020, or any adjournment thereof, the notice of EGM is set out on pages 9 to 11 of this circular “Hong Kong” the Hong Kong Special Administrative Region of the PRC “H Share(s)” overseas listed foreign ordinary share(s) issued by the Bank with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange “H Shareholder(s)” the holder(s) of H Share(s) “H Share Registrar” Computershare Hong Kong Investor Services Limited –1– DEFINITIONS “Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as may be amended, supplemented or otherwise modified from time to time “PRC” or “China” the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” Holder(s) of Share(s) of the Bank “Share(s)” Domestic Share(s) and H Share(s) of the Bank “Stock Exchange” The Stock Exchange of Hong Kong Limited –2– LETTER FROM THE BOARD BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578) Board of Directors: Registered Address and Address of Head Office: Executive Directors No. 15 Youyi Road, Mr. SUN Liguo (Chairman) Hexi District, Ms. ZHANG Furong Tianjin, China Non-executive Directors Principal Place of Business in Hong Kong: Ms. SUN Jingyu 40/F, Sunlight Tower, Ms. DONG Guangpei 248 Queen’s Road East, Mr. Alistair Marshall BULLOCH Wan Chai, Mr. ZHAO Wei Hong Kong Mr. WANG Shunlong Ms. LI Jun Independent non-executive Directors Mr. FENG Heping Mr. LAW Yee Kwan, Quinn Mr. JIN Qingjun Mr. HUA Yaogang Mr. HE Jia To the Shareholders PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR APPOINTMENT OF EXTERNAL AUDITORS FOR 2021 AND NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING I. INTRODUCTION Reference is made to the announcements of the Bank dated 12 October 2020 and 16 October 2020 in relation to, among other things, the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director and the resolution on the appointment of external auditors for 2021. –3– LETTER FROM THE BOARD At the Board meeting convened on 12 October 2020, the Board approved the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director and the resolution on the appointment of external auditors for 2021. The purpose of this circular is to provide you with (among other things) (i) the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director; (ii) the resolution on the appointment of external auditors for 2021; and (iii) a notice of the EGM, and to provide you with all the information reasonably necessary to enable you to make an informed voting decision on the proposed resolutions at the EGM. II. PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR Reference is made to the announcement of the Bank dated 12 October 2020. The Board proposed to appoint Mr. Wu Hongtao as an executive Director of the sixth session of the Board. The proposed appointment of executive Director is subject to the approval of the Shareholders at its general meeting and the approval of his qualification by the CBIRC Tianjin Bureau. Mr. Wu Hongtao will not receive Director’s remuneration and/or allowance from the Bank during his term as an executive Director of the Bank. Mr. Wu Hongtao will enter into a service contract with the Bank after the approval of his appointment, his term of office will be from the date of the approval of his qualification by the CBIRC Tianjin Bureau to the expiry date of the term of office of the sixth session of the Board. Save as the biographical details disclosed in Appendix I, as at the date of this circular, Mr. Wu has confirmed that, (i) he has not held any position of the Bank or its subsidiaries nor any other directorship or supervisorship in other listed companies for the past three years; (ii) he does not have any relationship with any other Directors, Supervisors, Senior Management of the Bank, substantial or controlling Shareholders; and (iii) he does not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed in Appendix I, there are no other matters concerning the appointment of Mr. Wu Hongtao that are required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders. The biographical details of Mr. Wu Hongtao are set out in Appendix I to this circular. –4– LETTER FROM THE BOARD III. APPOINTMENT OF EXTERNAL AUDITORS FOR 2021 Reference is made to the announcement of the Bank dated 16 October 2020, that Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte Touche Tohmatsu Certified Public Accountants LLP”) has been providing annual audit services for the Bank since 2013 and such services will reach 8 years upon the conclusion of audit for 2020, and that Deloitte Touche Tohmatsu (“Deloitte Touche Tohmatsu”) has been providing international audit services for the Bank since 2015.