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 Jiujiang Co., Ltd.* * (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6190) ANNOUNCEMENT PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ESTABLISHMENT OF COMPLIANCE MANAGEMENT COMMITTEE OF THE BOARD I. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS According to the relevant laws and regulations and the Articles of Association of Bank of Jiujiang Co., Ltd. (the “Articles of Association”), the directors (“Directors”) of Bank of Jiujiang Co., Ltd.* (the “Bank”) shall serve a term of three years. The term of a Director is renewable by re-election after its expiry, but the cumulative term of office for independent non- executive Directors at the Bank shall not exceed six years. The term of the fifth session of the Board of the Bank will soon expire, and a re-election is proposed. The board of Directors (the “Board”) of the Bank has resolved at the Board meeting held on 30 March 2020 to propose the nomination of Mr. LIU Xianting, Mr. PAN Ming and Ms. CAI Liping for re-election as executive Directors of the Bank; the nomination of Mr. ZENG Huasheng, Mr. ZHANG Jianyong, and Mr. LI Jianbao for re-election as non-executive Directors of the Bank; the nomination of Mr. CHUA Alvin Cheng-Hock, Ms. GAO Yuhui, Mr. QUAN Ze and Mr. YANG Tao for re-election as independent non-executive Directors of the Bank (“Re-elected Directors”); and the nomination of Mr. HUANG Jiajue for appointment as a non-executive Director of the Bank (“Newly Elected Director”). All of the directors candidate have each confirmed that they had no object to their nominations. Mr. YI Zhiqiang, a current non-executive Director, will not seek re-election as a Director upon expiry of his term of office as a Director. Mr. YI Zhiqiang will cease to serve as a non- executive Director of the Bank with effect from the date of expiry of the term of office of this session of Director. Mr. YI Zhiqiang has confirmed that he has no disagreement with the Board and there are no other matters relating to his retirement that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) or the - 1 - shareholders of the Bank (the “Shareholders”). The Board has confirmed that there are no other matters relating to the retirement of Mr. YI Zhiqiang that need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders. The Board would like to take this opportunity to express their appreciation for Mr. YI Zhiqiang’s efforts and valuable contributions to the Bank during his tenure of office at the Bank. If the afore-mentioned director candidates are elected as Directors, the term of office of Re- elected Directors will be three years from the date when the resolution is passed at the forthcoming annual general meeting (the “Annual General Meeting”) of the Bank. Newly Elected Directors will be reported to China banking and insurance regulatory authorities for approval of his Director’s qualifications. The term of office will be from the effective date of the approval of China banking and insurance regulatory authorities to the expiry of the term of the sixth session of the Board. If the director candidates are elected as Directors at the Shareholders’ general meeting of the Bank, the Bank will enter into service contracts with them. The Bank will disclose Directors’ remuneration or allowances in its annual report. In accordance with the Bank’s board diversity policy, after comprehensive consideration of various factors, including (but not limited to) gender, regional and industry experience, skills, knowledge, and educational background, the Nomination and Remuneration Committee of the Board considers that the re-election of Mr. CHUA Alvin Cheng-Hock, Ms. GAO Yuhui, Mr. QUAN Ze and Mr. YANG Tao as independent non-executive Directors of the Bank can supplement the professional background of the Board members in financial management and risk control, which helps the Board to seize financial opportunities and control financial risks and meets the Bank’s board diversity requirements, and makes recommendations to the Board accordingly. The biographical details of the afore-mentioned nominated director candidates to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”) are set out in Appendix I to this announcement. The above resolution on proposed re-election and appointment of Directors will be submitted to the Shareholders’ general meeting of the Bank for Shareholders’ approval. II. PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS According to the relevant laws and regulations and the Articles of Association, the supervisors (“Supervisors”) of the Bank shall serve a term of three years. The term of a Supervisor is renewable by re-election after its expiry. The Shareholder Supervisors and external Supervisors of the Bank will be elected by the Shareholders at the Shareholders’ general meeting of the Bank, and the employee representative Supervisors will be elected at the employee representative meetings held by the Bank or through other democratic procedures and announced separately. The term of the fifth session of the Board of Supervisors of the Bank will - 2 - soon expire, and a re-election is proposed. The board of Supervisors (the “Board of Supervisors”) of the Bank has resolved at a meeting of the Board of Supervisors held on 30 March 2020 to propose the nomination of Ms. LIAO Jingwen for re-election as a Shareholder Supervisor of the Bank; accept the recommendation from the Foshan Gaoming Jindun Hengye Computer Special Printing Co., Ltd. (佛山市高明金盾恆業電腦特種印刷有限公司), a substantial domestic Shareholder of the Bank, and propose the nomination of Ms. LIU Chunmei as Shareholder Supervisor (“Newly Elected Supervisor”) of the Bank; and propose the nomination of Mr. GUO Jiequn and Ms. CHEN Chunxia for re-election as external Supervisors (“Re-elected Supervisors”) of the Bank. All of the supervisor candidates have each confirmed that they had no object to their nominations. Mr. LU Tingfu, a current Shareholder Supervisor, will not seek re-election as a Supervisor upon expiry of his term of office as a Supervisor. Mr. LU Tingfu will cease to serve as the Shareholder Supervisor of the Bank with effect from the date when the new Shareholder Supervisor officially takes office. Mr. LU Tingfu has confirmed that he has no disagreement with the Board and the Board of Supervisors and there are no other matters relating to his retirement that need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders. The Board and the Board of Supervisors have confirmed that there are no other matters relating to the retirement of Mr. LU Tingfu that need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders. The Board and the Board of Supervisors would like to take this opportunity to express their appreciation for Mr. LU Tingfu’s efforts and valuable contributions to the Bank during his tenure of office at the Bank. If the afore-mentioned supervisor candidates are elected as Supervisors, the term of office of Re-elected Supervisors and Newly Elected Supervisor will be three years from the date when the resolution is passed at the Shareholders’ general meeting of the Bank. If the Supervisor candidates are elected as Supervisors at the Shareholders’ general meeting of the Bank, the Bank will enter into a service contract with them. The Bank will disclose Supervisors’ remuneration or allowances in its annual report. The biographical details of the afore-mentioned nominated supervisor candidates to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out in Appendix II to this announcement. The above resolution on re-election and appointment of Supervisors will be submitted to the Shareholders’ general meeting of the Bank for Shareholders’ approval. III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION In accordance with the latest requirements of relevant laws, regulations and other regulatory documents, and taking in to consideration the actual situation of the Bank, the Board has resolved at the Board meeting held on 30 March 2020 that it proposed to make certain amendments to certain articles of the Articles of Association. - 3 - The Board resolved: (i) to consider and approve the above-mentioned proposed amendments to the Articles of Association; (ii) to propose at the Shareholders’ general meeting to the Bank to delegate the authority to the Board of Directors and its authorized persons to individually or jointly exercise full power to be responsible to make necessary adjustments to the articles of the Articles of Association that are proposed to be amended, according to the opinions and suggestions of China banking and insurance regulatory authorities, the Hong Kong Stock Exchange and other relevant regulatory authorities and taking into consideration the actual conditions of the Bank. The effective period for such authorization is twelve months from the date of consideration and approval of the proposals by the Shareholders’ general meeting of the Bank, whereby the amendments shall comply with the relevant PRC laws and regulations as well as relevant regulatory and review authorities; and (iii) to put forward such proposals at the Shareholders’ general meeting of the Bank as a special resolution for Shareholders to consider and, if thought fit, to approve.
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