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.

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)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 11 SEPTEMBER 2020

Reference is made to the notice of the AGM dated 28 July 2020, the supplemental notice of AGM dated 1 September 2020 (collectively, the "Notices"), the original circular dated 28 July 2020 (the "Original Circular") and the supplemental circular dated 1 September 2020 (the "Supplemental Circular") of the Bank. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Supplemental Circular.

POLL RESULTS OF THE AGM

The Board is pleased to announce that the AGM was held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC on 11 September 2020 and the proposed resolutions set out in the Notices were duly passed by poll. The AGM was held in accordance with the requirements of the Company Law of the PRC and the Articles of Association.

As at the date of the AGM, the number of the issued ordinary Shares of the Bank were 7,781,615,684 Shares (among which, 4,264,295,684 were Domestic Shares and 3,517,320,000 were H Shares), all of which entitled the holders to attend and vote for or against or abstain from voting on the resolutions put forward at the AGM. Shareholders holding an aggregate of 5,854,731,810 voting shares, representing approximately 75.24% of the total number of issued Shares of the Bank, attended the AGM either in person or by proxy.

No Shareholder was required to abstain from voting on any resolution put forward at the AGM under the requirements of the Listing Rules. There were no Shares entitling their holders to attend the AGM but abstain from voting in favour of any of resolutions under Rule 13.40 of the Listing Rules. No Shareholder has stated the intention in the Notices, the Original Circular or the Supplemental Circular to vote against or to abstain from voting on any of resolution put forward at the AGM. According to Article 73 of the Articles of Association, if the Shares pledged by the Shareholder exceeds 50% of Shares held by such Shareholder, such Shareholder's voting right on the general meeting and the voting rights of the Director nominated by such Shareholder on the Board meeting shall be restricted. The total number of the Shares subject to such restrictions amounted to 1,285,764,893 Shares as at the date of the AGM. All the resolutions put forward at the AGM were voted by way of poll. Computershare Hong Kong Investor Services Limited, the H share registrar of the Bank, acted as the vote counter and the counting scrutineer at the AGM. Two Shareholders' representatives and one supervisor also acted as the scrutineers at the AGM.

1

The poll results in respect of each resolution proposed at the AGM were as follows:

Ordinary Resolutions (Note)

Number of votes (%)

For

Against

Abstain

1.

To receive, consider and approve the annual

5,854,731,810

0

0

report of the Bank for the financial year ended 31

(100.000000%)

(0.000000%)

(0.000000%)

December 2019;

2.

To receive, consider and approve the report of the

5,854,731,810

0

0

board of directors of the Bank for the year ended 31

(100.000000%)

(0.000000%)

(0.000000%)

December 2019;

3.

To receive, consider and approve the report of the

5,854,731,810

0

0

board of supervisors of the Bank for the year ended

(100.000000%)

(0.000000%)

(0.000000%)

31 December 2019;

4.

To receive, consider and approve the appraisal

5,854,731,810

0

0

report on directors' performance of duties in 2019;

(100.000000%)

(0.000000%)

(0.000000%)

5.

To receive, consider and approve the appraisal

5,854,731,810

0

0

report on supervisors' performance of duties in

(100.000000%)

(0.000000%)

(0.000000%)

2019;

6.

To receive, consider and approve the appraisal

5,854,731,810

0

0

report on senior management's performance of

(100.000000%)

(0.000000%)

(0.000000%)

duties in 2019;

7.

To receive, consider and approve the Bank's final

5,854,731,810

0

0

financial accounts for the year ended 31 December

(100.000000%)

(0.000000%)

(0.000000%)

2019;

8.

To consider and approve the Bank's profit

5,854,731,810

0

0

distribution plan for the year ended 31 December

(100.000000%)

(0.000000%)

(0.000000%)

2019;

9.

To consider and approve the Bank's fixed asset

5,854,731,810

0

0

investment budget plan for 2020;

(100.000000%)

(0.000000%)

(0.000000%)

10.

To consider and approve the proposed amendments

5,854,731,810

0

0

to the rules of procedures for the board of

(100.000000%)

(0.000000%)

(0.000000%)

supervisors of the Bank;

11.

To consider and approve the re-appointment

5,854,731,810

0

0

of Crowe (HK) CPA Limited as the Bank's

(100.000000%)

(0.000000%)

(0.000000%)

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;

2

Special Resolutions (Note)

Number of votes (%)

For

Against

Abstain

12.

To consider and approve the proposed extension

5,854,731,810

0

0

of term of validity of financial bonds specialised

(100.000000%)

(0.000000%)

(0.000000%)

for small and micro enterprises and the relevant

authorization matters;

13.

To consider and approve the proposed issue of the

5,854,731,810

0

0

financial bonds;

(100.000000%)

(0.000000%)

(0.000000%)

14.

To consider and approve the proposed amendments

5,854,731,810

0

0

to the articles of association of the Bank;

(100.000000%)

(0.000000%)

(0.000000%)

15.

To consider and approve the adoption of measures

5,854,731,810

0

0

for the delegation of authority to the board by the

(100.000000%)

(0.000000%)

(0.000000%)

shareholders' general meeting;

Ordinary Resolutions (Note)

Number of votes (%)

For

Against

Abstain

16.

To consider and approve the amendments to rules of

5,854,731,810

0

0

procedures for shareholders' general meetings; and

(100.000000%)

(0.000000%)

(0.000000%)

17.

To consider and approve the amendments to rules of

5,854,731,810

0

0

procedures for board meetings.

(100.000000%)

(0.000000%)

(0.000000%)

Note: please refer to the Original Circular and Supplemental Circular for details of each of the above resolutions.

As more than half of the votes from the Shareholders (including their proxies) attending and voting at the AGM were respectively cast in favour of resolutions numbered 1 to 11 and 16 to 17, these resolutions were duly passed as ordinary resolutions. As more than two-thirds of the votes from the Shareholders (including their proxies) attending and voting at the AGM were cast in favour of resolutions numbered 12 to 15, these resolutions were duly passed as special resolutions.

By order of the Board

Bank of Jinzhou Co., Ltd.*

Wei Xuekun

Chairman

Jinzhou, Liaoning Province, the PRC

11 September 2020

As at the date of this announcement, the Board comprises Mr. Wei Xuekun, Mr. Guo Wenfeng, Mr. Kang Jun, Mr. Yang Weihua and Mr. Yu Jun as executive Directors; Mr. Zhao Chuanxin, Ms. Ning Jie, Ms. Gu Jihong, Mr. Lyu Fei and Mr. Luo Nan as non-executive Directors; and Mr. Wu Jun, Mr. Xie Taifeng, Mr. Xiao Geng, Mr. Wang Xiongyuan and Mr. Su Mingzheng as independent non-executive Directors.

  • 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.

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Bank of Jinzhou Co. Ltd. published this content on 11 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2020 12:09:02 UTC