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Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2018
Dec 14, 2018
50713_rns_2018-12-14_0d156bb0-2287-475f-9fb8-6eac79f57ea2.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Guotai Junan Securities Co., Ltd., you should at once hand this circular and the enclosed proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.
(A joint-stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2611)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
PROPOSED PROVISION OF GUARANTEE TO GUOTAI JUNAN FINANCIAL HOLDINGS OR ITS WHOLLY-OWNED SUBSIDIARIES
AND NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the EGM to be held at the Shanghai Hall, 3/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC at 2:00 p.m. on Thursday, 31 January 2019 is set out on pages 14 to 15 of this circular.
A proxy form and a reply slip for use at the EGM are enclosed with this circular. Holders of H Shares who intend to attend the EGM by proxy are required to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time designated for the EGM or any adjournment thereof (i.e., by 2:00 p.m. on Wednesday, 30 January 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish. Holders of H Shares who intend to attend the EGM in person or by proxy are required to complete and return the reply slip in person, by mail or by fax to Computershare Hong Kong Investor Services Limited on or before Friday, 11 January 2019.
17 December 2018
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF |
|
| ASSOCIATION AND ITS APPENDIX . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:
- “A Share(s)”
domestic shares of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi and are listed for trading on the Shanghai Stock Exchange
-
“Articles of Association” the articles of association of the Company, as amended from time to time
-
“Company”
Guotai Junan Securities Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Hong Kong Stock Exchange under the stock code of 2611 and the A Shares of which are listed on the Shanghai Stock Exchange under the stock code of 601211
-
“Board of Directors” or “Board” the board of directors of the Company
-
“China” or “PRC”
-
the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
-
“CSRC”
-
the China Securities Regulatory Commission (中國證券監督 管理委員會) and its local counterpart(s)
-
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at 2:00 p.m. on Thursday, 31 January 2019 at the Shanghai Hall, 3/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC.
-
“Guotai Junan Financial Guotai Junan Financial Holdings Co., Ltd., a wholly-owned Holdings” subsidiary of the Company
-
“H Share(s)” ordinary shares in the share capital of the Company with nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
-
“Hong Kong”
-
the Hong Kong Special Administrative Region of the PRC
-
“Hong Kong Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
- “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC
— 1 —
| DEFINITIONS | |
|---|---|
| “Shareholder(s)” | the holder(s) of the shares of the Company |
| “US$” | United States dollars, the lawful currency of the United States |
| of America |
— 2 —
LETTER FROM THE BOARD OF DIRECTORS
國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.
(A joint-stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2611)
Executive Directors
Mr. Yang Dehong ( Chairman ) Mr. Wang Song Mr. Yu Jian
Registered Office No. 618, Shangcheng Road China (Shanghai) Pilot Free-Trade Zone Shanghai PRC
Non-Executive Directors
Mr. Fu Fan Ms. Liu Ying Mr. Zhong Maojun Mr. Zhou Lei Mr. Wang Yongjian Mr. Lin Facheng Mr. Zhou Hao
Principal Place of Business in Hong Kong
40/F, Sunlight Tower 248 Queen’s Road East Wanchai Hong Kong
Independent Non-Executive Directors
Mr. Xia Dawei Mr. Shi Derong Mr. Chen Guogang Mr. Ling Tao Mr. Jin Qingjun Mr. Lee Conway Kong Wai
17 December 2018
To the Shareholders,
Dear Sir or Madam,
1. INTRODUCTION
At the EGM, a special resolution will be proposed to approve the amendments to the Articles of Association and its appendix (namely, the Rules of Procedure for General Meetings of the Company) and an ordinary resolution will be proposed to approve the provision of guarantee to Guotai Junan Financial Holdings or its wholly-owned subsidiaries.
— 3 —
LETTER FROM THE BOARD OF DIRECTORS
The purpose of this circular is to set out the notice of the EGM and to provide you with details regarding resolutions mentioned above.
2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
We refer to the announcement of the Company published on 14 December 2018 in relation to proposed amendments to the Articles of Association and its appendix (namely, the Rules of Procedure for General Meetings of the Company), whereby the Board resolved to amend certain articles in the Articles of Association and the Rules of Procedure for General Meetings of the Company (the “ Proposed Amendments ”), subject to Shareholders’ approval at the Company’s general meeting and the approval by / filing with the CSRC.
The Board also proposes the EGM to authorize the Board to handle the approval/filing procedures with relevant regulatory authorities in relation to the Proposed Amendments, and to make wording adjustments to the Proposed Amendments according to the comments from regulatory authorities, if any.
Details of the Proposed Amendments are set forth in the appendix to this circular.
The above proposal will be submitted to the EGM for consideration and approval by way of a special resolution.
3. PROPOSED PROVISION OF GUARANTEE TO GUOTAI JUNAN FINANCIAL HOLDINGS OR ITS WHOLLY-OWNED SUBSIDIARIES
The Board of Directors hereby proposes the EGM to consider and approve the Company to provide a guarantee to Guotai Junan Financial Holdings or its wholly-owned subsidiaries for issuance of bonds, bank borrowings or other financing methods. The maximum guarantee amount shall not exceed US$650 million (including US$650 million, or equivalent currency) and guarantee methods contains guaranty, mortgage, pledge and others under relevant laws and regulations.
The Board of Directors hereby proposes the EGM to authorise the Board and consent the Board to further authorise the chairman of the Board and our president, jointly or individually, subject to the framework and principles approved by the EGM and the principle to maximize the interests of the Company, to sign off documents relating to abovementioned guarantee, to deal with the approval and filing requirements of relevant regulatory authorities and all other relating procedures at their own discretion, as well as to perform corresponding information disclosure obligation under relevant laws and regulations upon the Company providing Guotai Junan Financial Holdings or its wholly-owned subsidiaries guarantee letter or documents.
The above proposal will be submitted to the EGM for consideration and approval by way of an ordinary resolution.
— 4 —
LETTER FROM THE BOARD OF DIRECTORS
4. THE EGM
A notice convening the EGM to be held at the Shanghai Hall, 3/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC at 2:00 p.m. on Thursday, 31 January 2019 is set out on pages 14 to 15 of this circular.
Any voting by the Shareholders on any resolution at the EGM shall be taken by poll. There is no Shareholder who is required to abstain from voting in respect of the abovementioned resolutions at the EGM.
A proxy form and a reply slip for use at the EGM are enclosed with this circular. Holders of H Shares who intend to attend the EGM by proxy are required to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time designated for the EGM or any adjournment thereof (i.e., by 2:00 p.m. on Wednesday, 30 January 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish. Holders of H Shares who intend to attend the EGM in person or by proxy are required to complete and return the reply slip in person, by mail or by fax to Computershare Hong Kong Investor Services Limited on or before Friday, 11 January 2019.
In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from 1 January 2019 to 31 January 2019(both days inclusive). Holders of H Shares who wish to attend the EGM are required to deposit the transfer documents together with the relevant share certificates at 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 at or before 4:30 p.m. on 31 December 2018.
5. RECOMMENDATION
The Board believes that the abovementioned resolution is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.
By Order of the Board Guotai Junan Securities Co., Ltd. Yang Dehong Chairman
17 December 2018
— 5 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
1. Particulars of amendments to the Articles of Association of Guotai Junan Securities Co., Ltd.
| Original Articles | Original Articles | Original Articles | Amended Articles | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Article 25 Under the following circumstances, | Article 25 Under the following circumstances, | |||||||||||
| the Company may | buy back | its outstanding | the | Company may buy back its outstanding | ||||||||
| shares in accordance with laws, administrative | shares in accordance with laws, administrative | |||||||||||
| regulations, departmental rules and the | Articles | regulations, departmental rules, this Articles of | ||||||||||
| of Association: | Association, and rules of any exchange or |
|||||||||||
| securities regulatory body of place where the | ||||||||||||
| (I) | reducing the |
registered capital |
of | the | Company’s shares are listed: | |||||||
| Company; | ||||||||||||
| (I) | reducing the registered capital of the |
|||||||||||
| (II) | merging with | other companies which | hold | Company; | ||||||||
| shares of the | Company; | |||||||||||
| (II) | merging with other companies which hold | |||||||||||
| (III) | awarding shares to |
employees | of | the | shares of the Company; | |||||||
| Company; | ||||||||||||
| (III) | using the shares for employee shareholding | |||||||||||
| (IV) | acquiring shares held by shareholders | who | plans or for share incentives; | |||||||||
| vote against any resolution proposed in any | ||||||||||||
| shareholders’ | general | meeting | on | the | (IV) | acquiring shares held by shareholders who | ||||||
| merger or division of | the Company upon | vote against any resolution proposed in any | ||||||||||
| their request; | shareholders’ general meeting on the |
|||||||||||
| merger or division of the Company upon | ||||||||||||
| (V) | other circumstances as | permitted | by | laws | their request; | |||||||
| and regulations. | ||||||||||||
| (V) | using the shares for converting the |
|||||||||||
| The | Company shall not engage in trading of | its | convertible bonds issued by the Company | |||||||||
| shares save for |
the circumstances |
specified | to stock; | |||||||||
| above. | ||||||||||||
| (VI) | necessary acts by the Company to protect | |||||||||||
| its value while safeguarding the interests of | ||||||||||||
| shareholders. | ||||||||||||
| The | Company shall not engage in trading of its | |||||||||||
| shares save for the circumstances specified |
||||||||||||
| above. |
— 6 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
| Original Articles | Original Articles | Original Articles | Amended Articles | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Article 26 The Company may | repurchase | its | Article 26 The Company may repurchase its | ||||||||||
| shares in one of | the following | manners: | shares in one of the following manners: | ||||||||||
| (I) | making a general offer to | repurchase | shares | (I) making a general offer to repurchase shares |
|||||||||
| from all |
shareholders | in | the | same | from all shareholders in the same |
||||||||
| proportion | to their shareholdings; | proportion to their shareholdings; | |||||||||||
| (II) | repurchase | through open |
transaction | in | (II) repurchase through open transaction in |
||||||||
| stock exchanges; | stock exchanges; | ||||||||||||
| (III) | repurchase | through | an | off-market | (III) repurchase through an off-market |
||||||||
| agreement; | agreement; | ||||||||||||
| (IV) | other means as permitted | by | the | laws, | (IV) other means as permitted by the laws, | ||||||||
| administrative regulations |
and | relevant | administrative regulations and relevant |
||||||||||
| competent | authorities. | competent authorities. | |||||||||||
| If the Company buys back its own shares under | |||||||||||||
| the circumstances as required in items (III), (V) | |||||||||||||
| and (VI) of Article 25 in the Articles of |
|||||||||||||
| Association (not including the Appendix |
|||||||||||||
| hereinafter), the transaction(s) shall be carried | |||||||||||||
| out in an open and centralized manner. |
— 7 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
Original Articles Amended Articles Article 27 Buy-back of shares of the Company Article 27 Subject to the laws, administrative for reasons specified in item (I) to item (III) of regulations, departmental rules, the Articles of Article 25 of the Articles of Association (not Association and rules of any exchange or including the Appendixes hereinafter) shall be securities regulatory body of place where the subject to the approval of the shareholders’ Company’s securities are listed, the buy-back of general meeting. shares of the Company for reasons specified in item (I) to (II) of Article 25 of the Articles of For any buy-back of the shares of the Company Association shall be resolved at a shareholders’ pursuant to Article 25 of the Articles of general meeting, and the buy-back of shares of Association, shares bought back pursuant to item the Company under circumstances as required in (I) shall be cancelled within ten (10) days from items (III), (V) and (VI) of Article 25 of the the date of the buy-back; for those circumstances Articles of Association shall obtain approval described in items (II) and (IV), the shares shall from a meeting of the board of directors where be transferred or cancelled within six (6) months. over two-thirds of the directors are present. The shares of the Company bought back by the For any buy-back of the shares of the Company Company pursuant to item (III) of Article 25 of pursuant to Article 25 of the Articles, shares the Articles shall not exceed 5% of the bought back pursuant to item (I) shall be Company’s total issued shares and shall be cancelled within ten (10) days from the date of transferred to the employees within one year; the buy-back; for those circumstances described repurchase shall be funded out of the profit after in items (II) and (IV), the shares shall be tax of the Company. transferred or cancelled within six (6) months. After the Company has bought back its own shares pursuant to items (III), (V), and (VI) of Article 25 of the Articles of Association, the total number of shares of the Company held by the Company itself shall not exceed 10% of its total issued shares and shall be transferred or cancelled within three years after the buy-back.
— 8 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
| Original Articles | Amended Articles | |||||
|---|---|---|---|---|---|---|
| Article 63 The shareholders’ general meeting is | Article 63 The shareholders’ general meeting is | |||||
| the body exercising the authority of the | the | body exercising the authority of the Company | ||||
| Company and shall exercise the following | and | shall exercise the following duties and |
||||
| duties and powers in accordance with laws: | powers in accordance with laws: | |||||
| (I) | to determine the business policies and | (I) | to determine the business policies and | |||
| investment plans of the Company; | investment plans of the Company; | |||||
| ��� | ��� | |||||
| (XVII) to consider other matters required to be | (XVII) | to resolve on the buy-back by the |
||||
| resolved by the shareholders’ general |
Company of its own shares as prescribed | |||||
| meeting as prescribed by laws, |
under items (I) and (II) of Article 25 of the | |||||
| administrative regulations, department |
Articles of Association; | |||||
| regulations, the listing rules of securities | ||||||
| regulatory authorities in the place where | (XVIII) | to consider other matters required to be | ||||
| the shares of the Company are listed, the | resolved by the shareholders’ general |
|||||
| stock exchange(s) and the Articles of |
meeting as prescribed by laws, |
|||||
| Association. | administrative regulations, department |
|||||
| regulations, the listing rules of securities | ||||||
| regulatory authorities in the place where | ||||||
| the shares of the Company are listed, the | ||||||
| stock exchange(s) and the Articles of |
||||||
| Association. |
— 9 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
| Original Articles | Original Articles | Amended Articles | ||||
|---|---|---|---|---|---|---|
| Article 121 The board of | directors shall | Article 121 The board of directors shall perform | ||||
| perform the following duties: | the following duties: | |||||
| (I) to convene shareholders’ general meetings |
(I) | to convene shareholders’ general meetings | ||||
| and to report to |
shareholders’ general |
and to report to shareholders’ general |
||||
| meetings; | meetings; | |||||
| �� | �� | |||||
| (VIII)to formulate plans |
for any substantial |
(VIII) | to formulate plans for any substantial |
|||
| acquisition by the Company, repurchase of | acquisition by the Company, repurchase of | |||||
| the shares or merger, | division and change of | the shares (under circumstances as |
||||
| the form and dissolutions of the Company; | prescribed under items (I) and (II) of |
|||||
| �� | Article 25 of the Articles) or merger, |
|||||
| division and change of the form and |
||||||
| (XX)any other powers as | conferred by the laws, | dissolutions of the Company; | ||||
| administrative regulations, departmental |
�� | |||||
| rules and the Articles of Association. | ||||||
| (XX) to decide on repurchase of shares of the |
||||||
| Company under circumstances as |
||||||
| prescribed under items (III), (V) and (VI) | ||||||
| of Article 25 of the Articles of Association; | ||||||
| (XXI) | any other powers as conferred by the laws, | |||||
| administrative regulations, departmental |
||||||
| rules and the Articles. | ||||||
| Article 134 A meeting of | the board of directors | Article 134 Except as otherwise provided in the | ||||
| shall be held only when more than half of the | Articles of Association, a meeting of the board of | |||||
| directors attend the meeting. | directors shall be held only when more than half | |||||
| of the directors attend the meeting. | ||||||
| Unless otherwise provided by the Articles of | ||||||
| Association, resolutions of the board of directors | Unless otherwise provided by the Articles of | |||||
| shall be passed by more than half of all directors. | Association, resolutions of the board of directors | |||||
| shall | be passed by more than half of all directors. | |||||
| A director shall have one | vote when voting on a | |||||
| resolution of the board of | directors. | A director shall have one vote when voting on a | ||||
| resolution of the board of directors. | ||||||
| In the case of an equality | of negative votes and | |||||
| affirmative votes, the chairman of the board of | In the case of an equality of negative votes and | |||||
| directors shall be entitled | to one additional vote. | affirmative votes, the chairman of the board of | ||||
| directors shall be entitled to one additional vote. |
— 10 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
2. Rules of Procedure for Shareholders’ General Meeting of Guotai Junan Securities Co., Ltd.
| Original Articles | Amended Articles | ||||
|---|---|---|---|---|---|
| Article 42 When resolutions on election of | Article 42 When resolutions on election of |
||||
| directors and supervisors are voted on at the | directors and supervisors are voted on at the | ||||
| shareholders’ general meeting, the cumulative | shareholders’ general meeting, the cumulative | ||||
| voting system shall be adopted in accordance | voting system shall be adopted in accordance | ||||
| with the then effective laws and regulations. | with | the then effective laws and regulations. The | |||
| cumulative voting system means that every share | |||||
| shall, on the occasion of electing directors or | |||||
| supervisors at the shareholders’general meeting, | |||||
| have | the number of voting rights same as the | ||||
| number of the directors or supervisors to be | |||||
| elected and shareholders may exercise such |
|||||
| voting rights in a concentrated manner. The main | |||||
| contents of the cumulative voting system are as | |||||
| follows: | |||||
| (I) | the cumulative voting system shall be |
||||
| adopted when there are two or more |
|||||
| directors (supervisors) to be elected; | |||||
| (II) | When applying the cumulative voting |
||||
| system, each share held by a shareholder | |||||
| shall have the same number of voting rights | |||||
| as the number of directors (supervisors) to | |||||
| be elected; | |||||
| (III) | when voting for directors (supervisors) |
||||
| candidates at a shareholders’ general |
|||||
| meeting, the voting rights may be exercised | |||||
| separately to give each director |
|||||
| (supervisor) candidate the same number of | |||||
| voting rights as the number of shares held | |||||
| by the shareholder; the voting rights may | |||||
| also be exercised collectively to give a | |||||
| director (supervisor) candidate all voting | |||||
| rights represented by each share held by the | |||||
| shareholder which is the same as the |
|||||
| number of directors (supervisors) to be | |||||
| elected, or respectively give certain |
|||||
| director(supervisor) candidates a part of the | |||||
| total voting rights represented by each |
|||||
| share held by the shareholder which is the | |||||
| same as the number of directors |
|||||
| (supervisors) to be elected; |
— 11 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
| **Original ** | Articles | Articles | Amended Articles | ||
|---|---|---|---|---|---|
| (IV) | where a shareholder has exercised |
||||
| collectively all the voting rights |
|||||
| represented by each share that is the same | |||||
| as the number of director(supervisor) to be | |||||
| elected on one or more director (supervisor) | |||||
| candidates, such shareholder shall have no | |||||
| voting rights in respect of other director | |||||
| (supervisor) candidates; | |||||
| (V) | where the aggregate number of the voting | ||||
| rights cast collectively by a shareholder for | |||||
| one or more director (supervisor) |
|||||
| candidates is more than the voting rights of | |||||
| the shares held by such shareholder, the | |||||
| votes cast by such shareholder shall become | |||||
| void and such shareholder shall be deemed | |||||
| to have abstained his voting rights; where | |||||
| the aggregate number of the voting rights | |||||
| cast collectively by a shareholder for one or | |||||
| director (supervisor) candidates is less than | |||||
| the voting rights of the shares held by such | |||||
| shareholder, the votes cast by such |
|||||
| shareholder shall be effective, and the |
|||||
| outstanding voting rights shall be deemed | |||||
| to be abstained; | |||||
| (VI) | where the number of votes received by a | ||||
| director (supervisor) candidate exceeds one | |||||
| half of the total number of shares with | |||||
| voting rights represented by the |
|||||
| shareholders attending the shareholders’ |
|||||
| general meeting (based on the total number | |||||
| of shares if cumulative voting is not |
|||||
| adopted), such candidate shall be elected. If | |||||
| the number of elected candidates exceeds | |||||
| the number of directors (supervisors) |
|||||
| required to be elected at the shareholders’ | |||||
| general meeting, the candidates with more | |||||
| number of votes shall be elected as |
|||||
| directors (supervisors) (where elected |
|||||
| candidates with fewer votes win the same | |||||
| number of votes, and the number of |
|||||
| candidates so elected would exceed the |
— 12 —
APPENDIX — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX
| **Original ** | Articles | Amended Articles | ||||
|---|---|---|---|---|---|---|
| number of directors or supervisors required | ||||||
| to be elected, then such candidates shall be | ||||||
| treated as having not been elected); if the | ||||||
| number of directors (supervisors) elected in | ||||||
| the shareholders’ general meeting is less | ||||||
| than the number of directors (supervisors) | ||||||
| required to be elected, a new round of | ||||||
| voting shall be held for the remaining | ||||||
| director (supervisor) candidates until all the | ||||||
| required directors (supervisors) are elected; | ||||||
| (VII) | When the shareholders’ general meeting | |||||
| conducts a new round of voting for election | ||||||
| of directors (supervisors) based on |
||||||
| provisions of item (VI) above, the number | ||||||
| of cumulative votes of shareholders shall be | ||||||
| recalculated according to the number of | ||||||
| directors (supervisors) required to be |
||||||
| selected in each round of election; | ||||||
| (VIII) | When electing directors and implementing | |||||
| a cumulative voting system, independent | ||||||
| directors and other directors shall be |
||||||
| elected separately. |
— 13 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.
(A joint-stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2611)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Guotai Junan Securities Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Thursday, 31 January 2019 at the Shanghai Hall, 3/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC, to consider and, if thought fit, pass the following matter:
SPECIAL RESOLUTION
The proposed amendments to the articles of association of the Company and its appendix (namely, the Rules of Procedure for General Meetings of the Company);
ORDINARY RESOLUTION
The proposed provision of guarantee to Guotai Junan Financial Holdings or its wholly-owned subsidiaries.
By Order of the Board Guotai Junan Securities Co., Ltd. Yang Dehong Chairman
Shanghai, PRC 17 December 2018
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
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(1) Purchasers of shares who have submitted their instruments of share transfer to the H share registrar of the Company and registered as a shareholder on the H share register of members of the Company before 4:30 p.m. on 31 December 2018 are entitled to attend the EGM. The H share register of members of the Company will be closed from 1 January 2019 to 31 January 2019 (both days inclusive).
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(2) Shareholders of H Shares who are entitled to attend and vote at the EGM may designate one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Company.
To be valid, the proxy form together with the power of attorney (if any) and other relevant authorization document(s) (if any) which have been notarized shall be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for the EGM (i.e., by 2:00 p.m. on Wednesday, 30 January 2019). Completion and return of the proxy form will not preclude the shareholders of H shares from attending and voting at the EGM or any adjourned meeting should they so wish.
The address of the H share registrar of the Company is as follows:
Computershare Hong Kong Investor Services Limited 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
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(3) Any voting on any resolution at the EGM shall be taken by poll.
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(4) Registration procedures for attending the EGM are as follows:
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(a) holders of H shares or their proxies shall present proof of identity when attending the EGM. If a holder of H share is a corporate entity, its legal representative or other persons authorized by the board of directors or other governing body of such corporate entity may attend the EGM by producing a copy of the resolutions of the board of directors or other governing body of such corporate entity designating such persons to attend the EGM.
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(b) holders of H shares who intend to attend the EGM shall return the reply slips for attending the meeting to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, in person, by mail or by fax on or before Friday, 11 January 2019.
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(5) The EGM is expected to last for half a day. Shareholders attending (in person or by proxy) the EGM shall be responsible for their own travel and accommodation expenses.
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(6) Please refer to the circular of the EGM dated 17 December 2018 for the details of the above resolution to be proposed at the EGM for consideration and approval.
As at the date of this notice, the executive directors of the Company are Mr. YANG Dehong, Mr. WANG Song and Mr. YU Jian; the non-executive directors of the Company are Mr. FU Fan, Ms. LIU Ying, Mr. ZHONG Maojun, Mr. ZHOU Lei, Mr. WANG Yongjian, Mr. LIN Facheng and Mr. ZHOU Hao; and the independent non-executive directors of the Company are Mr. XIA Dawei, Mr. SHI Derong, Mr. CHEN Guogang, Mr. LING Tao, Mr. JIN Qingjun and Mr. Lee Conway Kong Wai.
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