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China Galaxy Securities Co., Ltd. — AGM Information 2021
May 13, 2021
51069_rns_2021-05-13_0da342d7-5e0c-44b8-a1d0-8ddb12787592.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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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 06881)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of China Galaxy Securities Co., Ltd. (the “ Company ”) will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Tuesday, 29 June 2021 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS (NON-CUMULATIVE VOTING)
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To consider and approve the report of the board of directors of the Company for 2020;
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To consider and approve the report of the supervisory committee of the Company for 2020;
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To consider and approve the annual report of the Company for 2020;
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To consider and approve the final accounts plan of the Company for 2020;
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To consider and approve the profit distribution plan of the Company for 2020;
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To consider and approve the capital expenditure budget of the Company for 2021;
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To consider and approve the appointment of the external auditors of the Company for 2021;
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To consider and approve the remuneration plan for Mr. CHEN Gongyan for 2019;
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To consider and approve the remuneration plan for Ms. CHEN Jing for 2019;
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To consider and approve the amendments to the Procedural Rules of the Shareholders’ General Meetings;
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To consider and approve the amendments to the Procedural Rules of the Board of Directors;
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To consider and approve the amendments to the Procedural Rules of the Supervisory Committee;
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To consider and approve the amendments to the Working Rules for Independent Directors;
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To consider and approve the amendments to the Administrative Measures for Connected Transactions;
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To consider and approve the amendments to the Administrative Measures for External Investment;
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To consider and approve the amendments to the Administrative Measures for Provision of Guarantees to Third Parties;
SPECIAL RESOLUTIONS
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To consider and approve the amendments to the articles of association of the Company;
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To consider and approve the general mandate to issue shares of the Company;
ORDINARY RESOLUTIONS (CUMULATIVE VOTING)
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To consider and approve the election of executive directors and non-executive directors of the fourth session of the board of directors of the Company:
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19.1 To consider and approve the election of Mr. CHEN Gongyan as an executive director of the fourth session of the board of directors of the Company;
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19.2 To consider and approve the election of Mr. CHEN Liang as an executive director of the fourth session of the board of directors of the Company;
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19.3 To consider and approve the election of Mr. LIU Dingping as a non-executive director of the fourth session of the board of directors of the Company;
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19.4 To consider and approve the election of Mr. YANG Tijun as a non-executive director of the fourth session of the board of directors of the Company;
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19.5 To consider and approve the election of Ms. LIU Chang as a non-executive director of the fourth session of the board of directors of the Company;
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19.6 To consider and approve the election of Mr. LIU Zhihong as a non-executive director of the fourth session of the board of directors of the Company;
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To consider and approve the election of independent non-executive directors of the fourth session of the board of directors of the Company:
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20.1 To consider and approve the election of Mr. LIU Ruizhong as an independent non-executive director of the fourth session of the board of directors of the Company;
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20.2 To consider and approve the election of Mr. WANG Zhenjun as an independent non-executive director of the fourth session of the board of directors of the Company;
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20.3 To consider and approve the election of Ms. LIU Chun as an independent non-executive director of the fourth session of the board of directors of the Company;
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20.4 To consider and approve the election of Mr. LAW Cheuk Kin Stephen as an independent non-executive director of the fourth session of the board of directors of the Company;
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To consider and approve the election of non-employee representative supervisors of the fourth session of the supervisory committee of the Company:
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21.1 To consider and approve the election of Ms. CHEN Jing as a supervisor of the fourth session of the supervisory committee of the Company;
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21.2 To consider and approve the election of Mr. TAO Libin as a supervisor of the fourth session of the supervisory committee of the Company; and
TO RECEIVE THE RELEVANT REPORT
- To receive the duty report of the independent directors for 2020.
By Order of the Board China Galaxy Securities Co., Ltd. Chen Gongyan Chairman
Beijing, the PRC, 14 May 2021
Notes:
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Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of AGM will be voted by poll. Results of the poll voting will be published on the Company’s website at www.chinastock.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the meetings.
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Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not to be a shareholder of the Company.
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In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the Office of the Board of Directors of the Company (for A Shareholders) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof should he/she so wish.
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The H Share register of members of the Company will be closed, for the purpose of determining the entitlement of H Shareholders to attend the AGM, from Saturday, 29 May 2021 to Tuesday, 29 June 2021 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the AGM, all share certificates, together
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with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 28 May 2021.
The Company will announce separately on the Shanghai Stock Exchange details of A Shareholders’ eligibility for attending the AGM.
- The Company proposed to distribute a cash dividend of RMB2,230,196,926.54 (tax inclusive) for 2020 (the “ 2020 Final Dividend ”). Based on the Company’s total number of issued shares of 10,137,258,757 shares as at 31 December 2020, a cash dividend of RMB2.20 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 shares is proposed to be distributed. In case of any changes in the total number of issued shares of the Company on the record date (namely 14 July 2021) as a result of placing or repurchase, the amount of cash dividend per share will be adjusted accordingly based on the total amount of RMB2,230,196,926.54 (tax inclusive).
The 2020 Final Dividend will be denominated and declared in RMB, and paid in RMB and in HK dollar to A Shareholders and H Shareholders, respectively. The actual amount distributed in HK dollar will be calculated based on the average benchmark exchange rate for conversion between RMB and HK dollar announced by the People’s Bank of China for the five working days prior to the date of the AGM.
For the purpose of determining the entitlement of H Shareholders to the 2020 Final Dividend, the H Share register of members of the Company will be closed from Friday, 9 July 2021 to Wednesday, 14 July 2021 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Wednesday, 14 July 2021 are entitled to the 2020 Final Dividend. In order to be entitled to receive the 2020 Final Dividend, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 8 July 2021. The last trading day for H Shares of the Company before ex-dividend will be Tuesday, 6 July 2021, and trading of ex-dividend H Shares shall commence on Wednesday, 7 July 2021.
The 2020 Final Dividend (if approved by shareholders of the Company at the AGM) is expected to be distributed on Friday, 27 August 2021 to H Shareholders whose names appear on the H Share register of members of the Company on Wednesday, 14 July 2021.
As for the distribution of the 2020 Final Dividend to the A Shareholders, the record date is Wednesday, 14 July 2021, the ex-dividend date and the dividend distribution date are Thursday, 15 July 2021. The Company will announce separately on the Shanghai Stock Exchange details of the arrangements regarding the distribution of the 2020 Final Dividend to its A Shareholders.
For Hong Kong investors (including enterprises and individuals) investing in the Company’s A Shares via the Shanghai Stock Connect Program, the 2020 Final Dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The record date, the dividend distribution date and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the Company’s A Shareholders.
For Mainland investors (including enterprises and individuals) investing in the Company’s H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the investors via the Hong Kong Stock Connect Program, will receive the 2020 Final Dividend distributed by the Company and distribute such 2020 Final Dividend in RMB to the
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relevant investors of H Shares through its depositary and clearing system. The record date, the dividend distribution date and other arrangements for investors via the Hong Kong Stock Connect Program will be the same as those for the Company’s H Shareholders.
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Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the AGM in respect of such shares.
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Shareholders intending to attend the AGM in person or by their proxies should return the reply slip for attending the AGM in person or by post to the Office of the Board of Directors of the Company (for A Shareholders) or the Company’s H Share registrar, Computershare Hong Kong Investors Services Limited (for H Shareholders) on or before Tuesday, 8 June 2021. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
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Shareholder or his/her proxy shall produce proof of identity when attending the AGM:
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(1) Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives or the board of directors or other governing body of the legal person shareholders according to laws; and
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(2) Individual shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce effective proof of identity and form of proxy.
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The AGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
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The Office of the Board of Directors of the Company is located at Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC.
Tel: 86 (10) 8635 9022
Fax: 86 (10) 6656 8640
As at the date of this notice, the executive directors of the Company are Mr. CHEN Gongyan (Chairman) and Mr. CHEN Liang (Vice Chairman and President); the non-executive directors are Mr. LIU Dingping and Ms. XIAO Lihong; and the independent non-executive directors are Mr. LIU Ruizhong, Mr. WANG Zhenjun, Ms. LIU Chun and Mr. LAW Cheuk Kin Stephen.
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