Bank of Qingdao Co., Ltd.* 青島銀行股份有限公司*

Bank of Qingdao Co., Ltd.* 青島銀行股份有限公司*

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. Bank of Qingdao Co., Ltd.* 青島銀行股份有限公司* (a joint stock company incorporated in the People’s Republic of China with limited liability) (H Shares Stock Code: 3866) (Preference Shares Stock Code: 4611) ANNOUNCEMENT (1) PROPOSED ELECTION OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD (2) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE PLAN FOR THE A SHARE OFFERING (3) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATIONS GRANTED TO THE BOARD IN RESPECT OF THE A SHARE OFFERING (4) EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATIONS GRANTED TO THE BOARD’S AUTHORIZED PERSON(S) TO DEAL WITH MATTERS IN RESPECT OF THE A SHARE OFFERING SUMMARY The board of directors (the “Board”) of Bank of Qingdao Co., Ltd. (the “Bank”) is pleased to announce that, amongst others, (1) proposed election of Directors of the seventh session of the Board; (2) proposed extension of the validity period of the Plan for the A Share Offering; (3) proposed extension of the validity period of the authorizations granted to the Board in respect of the A Share Offering; and (4) extension of the validity period of the authorizations granted to the Board’s authorized person(s) to deal with matters in respect of the A Share Offering had been considered and approved at the meeting of the Board on 23 March 2018. Reference is made to the announcement of the Bank dated 19 August 2016 (the “Announcement of A Share Offering”), the circular of the Bank dated 27 September 2016, the announcement of the Bank dated 14 October 2016 in respect of poll results of general meeting of the Bank and the announcement of the Bank dated 12 December 2016, in relation to the initial public offering (the “IPO”) of A Shares of the Bank, including the Plan for the IPO and listing of A Shares (the “Plan for the A Share Offering”), authorizations granted to the Board to deal with specific matters in respect of the IPO and listing of A Shares (the “Authorizations in respect of A Share Offering”), the amendments to the Articles of Association in respect of A Share Offering and other related matters. Reference is also made to the announcement of the Bank dated 24 March 2017, the circular of the Bank dated 13 April 2017 and the announcement dated 11 May 2017 in respect of poll results of general meeting of the Bank, in relation to the extension of the validity period of the Plan for the A Share Offering and the extension of the validity period of the Authorizations in respect of A Share Offering. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement of A Share Offering. 1 (1) PROPOSED ELECTION OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD The term of Directors of the sixth session of the Board will expire on 9 April 2018. According to the requirements of the laws and regulations such as the Company Law of the People’s Republic of China and the Guidelines on Corporate Governance of Commercial Banks and the Articles of Association of the Bank, the seventh session of the Board is proposed to consist of fifteen Directors, including six non-executive Directors, four executive Directors and five independent non-executive Directors. The list of candidates for Directors is as follows: Candidates for non-executive Directors: Mr. Zhou Yunjie, Mr. Rosario Strano, Ms. Tan Lixia, Mr. Marco Mussita, Mr. Deng Youcheng and Mr. Choi Chi Kin, Calvin Candidates for executive Directors: Mr. Guo Shaoquan, Mr. Wang Lin, Mr. Yang Fengjiang and Ms. Lu Lan Candidates for independent non-executive Directors: Mr. Wong Tin Yau, Kelvin, Mr. Chen Hua, Ms. Dai Shuping, Mr. Simon Cheung and Ms. Fang Qiaoling Save for the adjustments pursuant to the requirements of the relevant policies and regulations, the term of Directors of the seventh session of Board is three years from the date of approval at the general meeting. The qualification of Mr. Deng Youcheng and Ms. Fang Qiaoling shall be approved by the Qingdao Office of China Banking Regulatory Commission. Mr. Wang Jianhui and Mr. Wang Zhuquan, the retiring Directors of the sixth session of the Board, confirm that there is no disagreement with the Board, nor is there other matter that needs to be brought to the attention of the shareholders of the Bank (the “Shareholders”). The Bank would like to take this opportunity to express its sincere gratitude to Mr. Wang Jianhui and Mr. Wang Zhuquan for their contributions to the enhancement of strategic guidance and risk management of Bank during their tenure of office. Biographies and other relevant information of the candidates for Directors of the seventh session of the Board as at the date of this announcement are set out in the Appendix of this announcement. The above resolution is subject to approval by ordinary resolution at the general meeting. (2) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE PLAN FOR THE A SHARE OFFERING The Plan for the A Share Offering was approved at the general meeting and the class meeting held on 14 October 2016. Given that the Bank extended the validity period of the Plan for the A Share Offering to 10 May 2018 at the general meeting and the class meeting held on 11 May 2017, it is expected that the Bank’s application for the A Share Offering will still be in progress until then. To ensure the on-going proceeding of the IPO and listing of A Shares of the Bank, the Board agrees and proposes at the general meeting and the class meeting to approve the further extension of the validity period of the Plan for the A Share Offering for another twelve months (extended period from 11 May 2018 to 10 May 2019). Other information of the Plan for the A Share Offering remains unchanged. The above resolution is subject to approval by special resolution at the general meeting and the class meeting, respectively. 2 (3) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATIONS GRANTED TO THE BOARD IN RESPECT OF THE A SHARE OFFERING The Authorizations in respect of A Share Offering were approved at the general meeting and the class meeting held on 14 October 2016. Given that the Bank extended the validity period of the Plan for the A Share Offering to 10 May 2018 at the general meeting and the class meeting held on 11 May 2017, it is expected that the Bank’s application for the A Share Offering will still be in progress until then. To ensure the on-going proceeding of the IPO and listing of A Shares of the Bank, the Board agrees and proposes at the general meeting and the class meeting to approve the further extension of the validity period of the Authorizations in respect of A Share Offering for another twelve months (extended period from 11 May 2018 to 10 May 2019). Other information of the Authorizations in respect of A Share Offering remains unchanged. The above resolution is subject to approval by special resolution at the general meeting and the class meeting, respectively. (4) EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATIONS GRANTED TO THE BOARD’S AUTHORIZED PERSON(S) TO DEAL WITH MATTERS IN RESPECT OF THE A SHARE OFFERING The authorizations granted to the Board’s authorized person(s) to deal with matters in respect of the A Share Offering were approved by the Board at the meeting of the Board held on 19 August 2016, and its validity period was approved to be extended by the Board at the meeting held on 24 March 2017. For the purposes of the A Share Offering, the Board had authorized Guo Shaoquan (the Chairman), Wang Lin (the President), Yang Fengjiang (the Vice President) and Lu Lan (the Secretary to the Board) to individually or jointly determine and deal with the matters in connection with the A Share Offering. Given that the previous extension of the validity period of the authorizations granted to the Board’s authorized person(s) to deal with matters in respect of the A Share Offering will expire within twelve months (before 10 May 2018) upon consideration and approval at the annual general meeting held on 11 May 2017, the Bank expects the application of the A Share Offering will still be in progress. To ensure the on-going proceeding of the IPO and listing of A Shares of the Bank, the Board has approved to the further extension of the validity period of the authorizations granted to the Board’s authorized person(s) to deal with matters in respect of the A Share Offering for another twelve months (extended period from 11 May 2018 to 10 May 2019). Other information of the authorizations granted to the Board’s authorized person(s) to deal with matters in respect of the A Share Offering remains unchanged. SHAREHOLDERS’ APPROVAL A circular containing, among other things, details of resolutions in respect of election of Directors of the seventh session of the Board, the extension of the validity period of the Plan for the A Share Offering and the extension of the validity period of the authorizations granted to the Board in respect of the A Share Offering, together with the notice of the 2017 annual general meeting and the notice of the 2018 first class meeting for holders of H shares of the Bank, will be despatched to the Shareholders in accordance with the Listing Rules and the Articles of Association in due course.

View Full Text

Details

  • File Type
    pdf
  • Upload Time
    -
  • Content Languages
    English
  • Upload User
    Anonymous/Not logged-in
  • File Pages
    11 Page
  • File Size
    -

Download

Channel Download Status
Express Download Enable

Copyright

We respect the copyrights and intellectual property rights of all users. All uploaded documents are either original works of the uploader or authorized works of the rightful owners.

  • Not to be reproduced or distributed without explicit permission.
  • Not used for commercial purposes outside of approved use cases.
  • Not used to infringe on the rights of the original creators.
  • If you believe any content infringes your copyright, please contact us immediately.

Support

For help with questions, suggestions, or problems, please contact us