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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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. 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) POLL RESULTS OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 20 OCTOBER 2020 ELECTION OF THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD ELECTION OF THE COMMITTEES OF THE BOARD CHANGE OF EMPLOYEE SUPERVISORS ELECTION OF THE CHAIRMAN OF THE SUPERVISORY BOARD AND ELECTION OF THE PRESIDENT OF THE BANK POLL RESULTS OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING Reference is made to the notice of the 2020 first extraordinary general meeting of Shengjing Bank Co., Ltd. (the “Bank”) dated 4 September 2020 (the “EGM Notice”) and the circular of the 2020 first extraordinary general meeting of the Bank dated 4 September 2020 (the “Circular”). Except as the context otherwise requires, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular and the EGM Notice. – 1 – At the 2020 first extraordinary general meeting of the Bank (the “EGM”) held on 20 October 2020, the resolutions No.1 to No.5 as set out in the EGM Notice were taken by way of cumulative voting while resolution No.6 was voted on a “one-share-one-vote” basis. Shareholders holding an aggregate of 7,048,742,784 Shares with voting rights, representing approximately 80.129579% of the total number of issued Shares of the Bank, attended the EGM either in person or by proxy. The poll results are as follows: Number of Votes Cast and Percentage of ORDINARY RESOLUTIONS Total Number of Votes Cast For Against Abstain 1 The election of executive Directors of the seventh session of the Board (by way of cumulative voting) 1.1 Mr. QIU Huofa 7,047,019,268 1,723,516 0 (99.975549%) (0.024451%) (0.000000%) 1.2 Mr. SHEN Guoyong 7,048,666,026 76,758 0 (99.998911%) (0.001089%) (0.000000%) 1.3 Ms. ZHANG Jun 7,048,591,026 151,758 0 (99.997847%) (0.002153%) (0.000000%) 1.4 Mr. SHI Yang 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 1.5 Ms. LI Ying 7,048,591,026 151,758 0 (99.997847%) (0.002153%) (0.000000%) 2 The election of non-executive Directors of the seventh session of the Board (by way of cumulative voting) 2.1 Mr. SU Qingxiang 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 2.2 Mr. LIANG Zhifang 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 2.3 Mr. ZHU Jialin 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 2.4 Ms. JIANG Liming 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 2.5 Mr. JI Kun 7,048,590,526 152,258 0 (99.997840%) (0.002160%) (0.000000%) 3 The election of independent non-executive Directors of the seventh session of the Board (by way of cumulative voting) 3.1 Mr. NI Guoju 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 3.2 Mr. KEUNG Chak 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) – 2 – Number of Votes Cast and Percentage of ORDINARY RESOLUTIONS Total Number of Votes Cast For Against Abstain 3.3 Mr. TAI Kwok Leung, Alexander 7,047,223,717 1,519,067 0 (99.978449%) (0.021551%) (0.000000%) 3.4 Mr. XING Tiancai 7,048,666,784 76,000 0 (99.998922%) (0.001078%) (0.000000%) 3.5 Mr. LI Jinyi 7,048,667,284 75,500 0 (99.998929%) (0.001071%) (0.000000%) 4 The election of Shareholder Supervisors of the seventh session of the Supervisory Board (by way of cumulative voting) 4.1 Mr. HAN Li 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 4.2 Mr. YUEN Wing Shing 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 4.3 Mr. PAN Wenge 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 5 The election of the external Supervisors of the seventh session of the Supervisory Board (by way of cumulative voting) 5.1 Mr. BA Junyu 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 5.2 Mr. SUN Hang 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) 5.3 Ms. CHENG Hua 7,048,742,284 500 0 (99.999993%) (0.000007%) (0.000000%) SPECIAL RESOLUTION For Against Abstain 6 Proposed amendments to the Articles 7,044,026,091 4,716,693 0 of Association (99.933085%) (0.066915%) (0.000000%) – 3 – Notes: (a) Since the number of votes in favour obtained by each of the candidates for Directors and Supervisors in resolution No. 1 to No. 5 exceeded half of the total number of voting shares held by all Shareholders (including their proxies) attending the EGM (based on the number of unaccumulated Shares), such resolutions were duly passed as ordinary resolutions. (b) As at least two-thirds of the votes from the Shareholders (including their proxies) attending the EGM were cast in favour of the resolution No. 6, such resolution was duly passed as a special resolution. (c) As at the date of the EGM, the total number of issued Shares of the Bank was 8,796,680,200 Shares, of which 6,455,937,700 were Domestic Shares and 2,340,742,500 were H Shares. (d) The total number of Shares of the Bank entitling the holders to attend and vote on the resolutions at the EGM is 8,796,680,200. (e) There were no Shares entitling the holders to attend but abstain from voting in favour of the resolutions at the EGM under Rule 13.40 of the Listing Rules. (f) No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the EGM. (g) No Shareholder had stated his/her intention in the Circular to vote against or to abstain from voting on the resolutions at the EGM. (h) The Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM. Beijing Tian Yuan Law Firm, the Bank’s PRC legal advisor, one supervisor of the Bank and two representatives of the Shareholders were also appointed as the scrutineers for the vote-taking and vote-tabulation at the EGM. MEMBERS OF THE SEVENTH SESSION OF THE BOARD AND ELECTION OF THE CHAIRMAN, VICE CHAIRMAN AND COMMITTEES OF THE BOARD The resolutions have been passed at the EGM to elect members of the seventh session of the Board, which includes Mr. QIU Huofa, Mr. SHEN Guoyong, Ms. ZHANG Jun, Mr. SHI Yang and Ms. LI Ying as the executive Directors of the Bank; Mr. SU Qingxiang, Mr. LIANG Zhifang, Mr. ZHU Jialin, Ms. JIANG Liming and Mr. JI Kun as the non-executive Directors of the Bank; and Mr. NI Guoju, Mr. KEUNG Chak, Mr. TAI Kwok Leung, Alexander, Mr. XING Tiancai and Mr. LI Jinyi as the independent non-executive Directors of the Bank. For the biographical details of the above Directors, please refer to the Circular. – 4 – The terms of office of Mr. QIU Huofa, Mr. NI Guoju, Mr. KEUNG Chak, Mr. TAI Kwok Leung, Alexander, Mr. XING Tiancai and Mr. LI Jinyi commenced on 20 October 2020 and will end upon the expiry of the term of the seventh session of the Board. The election of Mr. SHEN Guoyong, Ms. ZHANG Jun, Mr. SHI Yang, Ms. LI Ying, Mr. SU Qingxiang, Mr. LIANG Zhifang, Mr. ZHU Jialin, Ms. JIANG Liming and Mr. JI Kun (collectively, the “New Directors”) as directors is subject to the ratification of their eligibility by the Liaoning Bureau of the China Banking and Insurance Regulatory Commission (the “CBIRC”). Their terms of office will commence upon the ratification of their eligibility by the Liaoning Bureau of the CBIRC and end upon the expiry of the term of the seventh session of the Board. According to the Articles of Association, (i) the Board shall be composed of 15 Directors, (ii) meetings of the Board shall be held only when more than half of the Directors are present, (iii) resolutions of the Board shall be approved by more than half of all directors; and (iv) if the number of Directors is lower than the minimum quorum or the normal operation of the Bank is affected due to the resignation of Directors, the original Directors shall continue to perform their duties in accordance with the laws, administrative regulations, departmental rules and Articles of Association before the newly elected Directors take office. Therefore, before the ratification of the New Directors’ eligibility by the Liaoning Bureau of the CBIRC, Mr. WANG Yigong and Mr. WU Gang, the executive Directors of the sixth session of the Board, and Mr. ZHANG Qiyang, Mr. LIU Yanxue, Mr. LI Jianwei, Mr. LI Yuguo and Mr. ZHAO Weiqing, the non-executive Directors of the sixth session of the Board, will continue to perform their duties as Directors. Mr. YUEN Wing Shing ceased to serve as a non- executive Director and a member of the related party transactions control committee of the Bank with effect from 20 October 2020 and was elected as a Supervisor.