錦州銀 行股份有限公司

Bank of Jinzhou Co., Ltd.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0416)

(Stock Code of Preference Shares: 4615)

FORM OF PROXY

FOR THE ANNUAL GENERAL MEETING FOR THE YEAR 2019

Number of shares to which this form of proxy relates(Note 1)

Number of pledged shares in all domestic shares/H shares being held

Percentage of pledged shares in all domestic shares/H shares being held

I/We(Note 2)

of

being the registered holder(s) of

H shares/domestic shares(Note 3) of RMB1.00 each in the share capital of Bank of Jinzhou Co., Ltd. (the "Bank"), hereby appoint the chairman of the meeting,

or(Note 4)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 annual general meeting of the Bank (the "AGM") to be held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the People's Republic of China (the "PRC") at 9:30 a.m. on Friday, 11 September 2020 and at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the notice of AGM. In the absence of any indication, the proxy may vote at his/her own discretion.

Ordinary Resolutions

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1.

To receive, consider and approve the annual report of the Bank for the financial year ended 31

December 2019;

2.

To receive, consider and approve the report of the board of directors of the Bank for the year ended

31 December 2019;

3.

To receive, consider and approve the report of the board of supervisors of the Bank for the year

ended 31 December 2019;

4.

To receive, consider and approve the appraisal report on directors' performance of duties in 2019;

5.

To receive, consider and approve the appraisal report on supervisors' performance of duties in

2019;

6.

To receive, consider and approve the appraisal report on senior management's performance of

duties in 2019;

7.

To receive, consider and approve the Bank's final financial accounts for the year ended 31

December 2019;

8.

To consider and approve the Bank's profit distribution plan for the year ended 31 December 2019;

9.

To consider and approve the Bank's fixed asset investment budget plan for 2020;

10.

To consider and approve the proposed amendments to the rules of procedures for the board of

supervisors of the Bank;

11.

To consider and approve the re-appointment of Crowe (HK) CPA Limited as the Bank's

international auditor, until the next annual general meeting of the Bank to be held in 2021, and to

authorize the board of directors of the Bank and its delegated person to determine their

remuneration;

Special Resolutions

For(Note 5)

Against(Note 5)

Abstain(Note 5)

12.

To consider and approve the proposed extension of term of validity of financial bonds specialised

for small and micro enterprises and the relevant authorization matters;

13.

To consider and approve the proposed issue of the financial bonds; and

14.

To consider and approve the proposed amendments to the articles of association of the Bank.

Date:

2020

Signature(Note 6):

  • Bank of Jinzhou Co., Ltd. is not an authorized 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 authorized to carry on banking and/or deposit-taking business in Hong Kong.

Notes:

  1. Please insert the number and class of shares of the Bank registered in your name(s) relating to this form of proxy. If the number and class are inserted, this form of proxy will be deemed to relate only to those shares. If no number and class are inserted, the form of proxy will be deemed to relate to all shares of the Bank registered in your name(s).
  2. Please insert the full name(s) (in Chinese or English) and registered address(es) as shown on the register of members of the Bank in BLOCK letters.
  3. Please insert the number of shares of the Bank registered in your name(s) and select the class of shares (delete as appropriate). If no number and class of shares are inserted, this form of proxy will be deemed to relate to all shares in the capital of the Bank registered in your name(s).
  4. If any proxy other than the chairman of the meeting of the Bank is preferred, please cross out the words "THE CHAIRMAN OF THE MEETING, OR" and insert the name(s) and address(es) of the proxy(ies) desired in the spaces provided. A shareholder of the Bank (the "Shareholder") may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. ANY ALTERATION
    MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
    IN ORDER TO PREVENT THE SPREAD OF NOVEL CORONAVIRUS (COVID-19) AND ENSURE THE HEALTH AND SAFETY OF THE SHAREHOLDERS OF THE BANK, IT IS SUGGESTED THAT SHAREHOLDERS OF THE BANK CONSIDER APPOINTING THE CHAIRMAN OF THE MEETING AS HIS/HER/ITS PROXY TO VOTE AT THE MEETING INSTEAD OF ATTENDING THE MEETING IN PERSON.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR" OR INSERT THE RELEVANT NUMBER OF SHARES. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "AGAINST" OR INSERT THE RELEVANT NUMBER OF SHARES. IF YOU WISH TO ABSTAIN FROM VOTING FOR ANY RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "ABSTAIN" OR INSERT RELEVANT NUMBER OF SHARES. If no direction is given, your proxy may vote or abstain at his/her own discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as "Abstain". The shares abstained will be counted in the calculation of the required majority.
  6. This form of proxy must be signed by you, or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its directors or attorney duly authorized.
  7. In the case of joint holders of any shares of the Bank, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto. However, if more than one of such joint holders are present at the AGM, either personally or by proxy, then the vote of the person, whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
  8. If the form of proxy is signed by another person under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarised. The form of proxy and the notarised power of attorney or other authorization documents must be lodged with the Bank's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H shares of the Bank) or the registered address of the Bank in the PRC at No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC (for holders of domestic shares of the Bank) not less than 24 hours before the time fixed for holding the AGM (i.e. by Thursday, 10 September 2020 at 9:30 a.m.).
  9. The AGM is expected to take less than half a day. Shareholders who attend the AGM shall be responsible for their own travel and accommodation expenses. Shareholders or their proxy(ies) shall show proof of their identities when attending the AGM.

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Bank of Jinzhou Co. Ltd. published this content on 28 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 13:10:05 UTC