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Central China Securities Co., Ltd. — AGM Information 2021
May 31, 2021
49885_rns_2021-05-31_e51416f8-5be1-42b4-b54d-13d3e933d267.pdf
AGM Information
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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 notice, 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 notice.
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Central China Securities Co., Ltd.
(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Wednesday, 30 June 2021 at Conference Center, Huanghe State Guesthouse, No. 1 Yingbin Road, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:
Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 31 May 2021.
AS ORDINARY RESOLUTIONS
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To consider and approve the work report of the Board of the Company for the year of 2020;
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To consider and approve the work report of the Supervisory Committee of the Company for the year of 2020;
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To consider and approve the annual report of the Company for the year of 2020;
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To consider and approve the profit distribution plan of the Company for the year of 2020;
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To consider and approve the financial statements of the Company for the year of 2020;
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To consider and approve the resolution on the appointment of the auditing firm for the year of 2021;
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To consider and approve the evaluations and remuneration of the Directors of the Company for the year of 2020;
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To consider and approve the evaluations and remuneration of the Supervisors of the Company for the year of 2020;
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To consider and approve the resolution on the provision of guarantee or counter guarantee for Central China International Financial Holdings Company Limited;
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To consider and approve the resolution on the determination of the business scale and affordable risk limits of securities proprietary trading for the year of 2021; and
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11.00. To consider and approve the resolution on the election of independent Directors of the sixth session of the Board:
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11.01 Election of Mr. Chen Zhiyong as independent Director of the six session of the Board
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11.02 Election of Mr. Tsang Sung as independent Director of the six session of the Board
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11.01 to 11.02 above shall be voted by item.
By order of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman
Henan, the PRC 31 May 2021
Notes:
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The register of members of the Company will be closed from 25 June 2021 to 30 June 2021 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. In order to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 24 June 2021.
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Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder of the Company.
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In order to be valid, the H Shareholders’ proxy form for the AGM must be deposited by hand or by post to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares of the Company) not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof should they so wish.
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Shareholders or their proxies shall provide their identification documents when attending the AGM.
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The on-site AGM is expected to take half a day approximately. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
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The address of the Company’s head office in the PRC is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.
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For the resolution on the election of independent Directors of the sixth session of the Board (Resolution No. 11.00), the cumulative voting system was adopted. Each share shall have the same number of voting right as to the number of the candidate of Director. Shareholders can use their voting right to vote for the same (one) candidate, or to vote for different candidates separately. After aggregating the final voting results of all Shareholders, those candidates with the highest votes will be elected in descending order. You should pay particular attention to the fact that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession in respect of the election of Directors, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast “For” or “Abstain” in cumulative voting system. You are requested to fill in the corresponding number of votes in the “Cumulative Voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes in total under the resolution, and does not need to be the integral multiples of the number of shares held by the voters. If you mark “ ” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates under that resolution.
As at the date of this notice, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. CHANG Junsheng; non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. LU Benson Cheng; independent non-executive Directors Mr. YUEN Chi Wai, Mr. NING Jincheng, Mr. YU Xugang and Ms. ZHANG Dongming.
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