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Jiangxi Bank Co., Ltd. Proxy Solicitation & Information Statement 2025
50264_rns_2025-09-30_704dd048-b704-4ffb-b935-4d2454657c96.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Jiangxi Bank Co., Ltd.*, you should at once hand this circular, together with the form of proxy for the EGM, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.
汉西銀行
JIANGXI BANK
JIANGXI BANK CO., LTD.
江西銀行股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1916)
ISSUANCE OF RMB10 BILLION ORDINARY FINANCIAL BONDS
ELECTION OF NON-EXECUTIVE DIRECTORS
AND
NOTICE OF THE 2025 SECOND EGM
The letter from the Board is set out on pages 3 to 7 of this circular.
The Bank will convene the EGM onsite in Meeting Room, 3/F, Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC at 9:30 a.m. on Thursday, October 16, 2025. The notice of EGM is set out on pages 8 to 10 of this circular.
A form of proxy for use at the EGM is published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.jx-bank.com), and despatched to H Shareholders in the manner as they elect to receive corporate communications. Whether or not you are attending and/or voting at the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon, and return it to the H Share Registrar (for H Shareholders) or to the office of the Board and the board of supervisors of the Bank (for Domestic Shareholders) in any event not less than 24 hours before the scheduled time for holding the EGM (i.e. by 9:30 a.m. on Wednesday, October 15, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending in person or voting at the EGM or any adjournment thereof should you so wish.
This circular is prepared in both Chinese and English. In case of any discrepancies between the Chinese and English versions, the Chinese version shall prevail.
- Jiangxi Bank 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/deposit-taking business in Hong Kong.
September 30, 2025
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
APPENDIX I – NOTICE OF THE 2025 SECOND EGM... 8
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Articles of Association" articles of association of the Bank (as amended from time to time)
"Bank" Jiangxi Bank Co., Ltd.*, a joint stock company incorporated in the PRC with limited liability and the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange
"Board" or "Board of Directors" the board of Directors of the Bank
"China" or "PRC" the People's Republic of China
"Director(s)" the director(s) of the Bank
"Domestic Share(s)" ordinary shares in the Bank's share capital, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid in full in RMB
"Domestic Shareholder(s)" holder(s) of Domestic Shares
"EGM" or "2025 SECOND EGM" the 2025 second extraordinary general meeting of the Bank to be held onsite at Meeting Room, 3/F, Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC at 9:30 a.m. on Thursday, October 16, 2025
"H Share Registrar" Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Bank
"H Share(s)" overseas listed Shares in the Bank's share capital, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange
"H Shareholder(s)" holder(s) of H Shares
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
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DEFINITIONS
"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
"RMB" Renminbi, the lawful currency of the PRC, unless otherwise stated, the monetary amounts listed in the Letter from the Board of this circular refer to RMB
"Share(s)" the Domestic Share(s) and the H Share(s)
"Shareholder(s)" the shareholder(s) of the Bank
“%” percent
Jiangsi Bank 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/deposit-taking business in Hong Kong.
- 2 -
LETTER FROM THE BOARD
江西銀行
JIANGXI BANK
JIANGXI BANK CO., LTD.
江西銀行股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1916)
Executive Directors:
Ms. ZENG Hui (Chairman)
Mr. LUO Xiaolin
Non-executive Directors:
Mr. YIN Guangxing**
Ms. XIONG Jiemin
Mr. LI Shuiping
Mr. PENG Xiyuan
Independent Non-executive Directors:
Mr. YANG Ailin
Mr. LIU Xinghua
Ms. WANG Feimilan
Mr. HE Enliang
Registered office in the PRC:
Jiangxi Bank Tower
No. 699 Financial Street
Honggutan District
Nanchang
Jiangxi Province
the PRC
Principal place of business
in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
Dear Shareholders,
ISSUANCE OF RMB10 BILLION ORDINARY FINANCIAL BONDS
ELECTION OF NON-EXECUTIVE DIRECTORS
AND
NOTICE OF THE 2025 SECOND EGM
I. INTRODUCTION
The Bank will convene the EGM onsite on Thursday, October 16, 2025 and notice thereof is set out on pages 8 to 10 of this circular.
Special resolution to be proposed at the EGM to approve is: 1. issuance of RMB10 billion ordinary financial bonds.
Ordinary resolution to be proposed at the EGM to approve is: 2. election of non-executive Directors.
The purpose of this circular is to set out the notice of the EGM and provide you with the details of the aforesaid resolutions.
** The Director will take office upon the approval of his qualification as a Director by the National Financial Regulation Administration Jiangxi Bureau.
LETTER FROM THE BOARD
II. MATTERS TO BE HANDLED AT THE EGM
1. Issuance of RMB10 billion ordinary financial bonds
To further enhance the diversity of the Bank’s liabilities, expand the scale of long-term stable liabilities and consolidate the comprehensive liabilities base, it is hereby proposed to the Shareholders’ general meeting to approve the issuance amount of ordinary financial bonds by the Bank.
I. In consideration of the Bank’ asset growth need over the next two years, the Bank plans to issue additional ordinary financial bonds (including but not limited general financial bonds, special financial bonds, etc.) in an aggregate amount of not exceeding RMB10 billion by the end of 2027, with a term of no more than five years. The issuance amount of these ordinary financial bonds will be valid from the date of consideration and approval by the Shareholders’ general meeting to December 31, 2027.
II. To propose to the Shareholders’ general meeting to consider and approve the authorization of the Board of Directors to determine, based on specific circumstances, the types of ordinary financial bonds to be issued, time, amount, duration, interest rate and other terms, and to sign relevant documents and handle all matters related to the issuance of financial bonds including applying to the relevant regulatory authorities for approval. The authorization will be valid from the date of consideration and approval by the Shareholders’ general meeting to December 31, 2027.
This proposal was considered and passed at the meeting of the Board of Directors, which is currently proposed to the EGM by way of a special resolution for Shareholders’ consideration and approval.
2. Election of non-executive Directors
Reference is made to the announcement of the Bank dated September 24, 2025 in relation to proposed appointment of non-executive Directors. On September 24, 2025, the Board considered and approved the proposed appointment of Mr. LI Xiuhong (“Mr. LI”) as a non-executive Director of the Bank. Upon the approval by the Shareholders’ general meeting of the Bank, Mr. LI’s term of office shall commence from the date on which his qualification as Director is approved by the National Financial Regulatory Administration Jiangxi Bureau and shall end upon the expiry of the term of office of the fourth session of the Board of the Bank after which he shall be eligible for re-election and re-appointment.
LETTER FROM THE BOARD
The biographical details of Mr. LI which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out below:
Mr. LI Xiuhong, born in 1979, holds a postgraduate degree. He is currently the Deputy Director of the Strategic Development Department (Deputy Director of the Board Office) at Jiangxi Communications Investment Group Co., Ltd (江西省交通投资集團有限責任公司). He was an employee in the Research and Development Department at Jiangxi Ganyue Expressway Co., Ltd. (江西贛粵高速公路股份有限公司) from September 2006 to May 2010. He served as a manager in the Strategic Planning Division of the Asset Operations Department at Jiangxi Provincial Expressway Investment Group Co., Ltd. (江西省高速公路投资集團有限責任公司) from May 2010 to May 2019. He served as a manager in the Investment Management Division of the Strategic Investment Department (Board Office) at Jiangxi Provincial Expressway Investment Group Co., Ltd. from May 2019 to January 2021. He served as the Deputy Director of the Investment Management Department at Jiangxi Communications Investment Group Co., Ltd. from January 2021 to November 2021. He served as the Deputy Director of the Investment Management Department at Jiangxi Communications Investment Group Co., Ltd. and the Deputy General Manager of Jiangxi JiaoTou Private Equity Fund Management Co., Ltd. (江西省交投私募基金管理有限公司) from November 2021 to May 2022. He has served as the Deputy Director of the Strategic Development Department (Deputy Director of the Board Office) at Jiangxi Communications Investment Group Co., Ltd. and the Deputy General Manager of Jiangxi JiaoTou Private Equity Fund Management Co., Ltd. since May 2022.
As of the Latest Practicable Date, except as disclosed in this circular, Mr. LI has confirmed that: (i) he has no other relationship with the Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders of the Bank; (ii) he does not hold any interest in the shares of the Bank (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)); (iii) he has not held directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor any position in the Bank or any of its subsidiaries; and (iv) there is no other information that is required to be disclosed under Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that should be brought to the attention of the Shareholders of the Bank.
Mr. LI will not receive any remuneration from the Bank during his tenure as a non-executive Director of the Bank.
This proposal was considered and passed at the meeting of the Board of Directors, which is currently proposed to the EGM by way of an ordinary resolution for Shareholders' consideration and approval.
- 5 -
LETTER FROM THE BOARD
III. THE EGM
The Bank proposes to convene the EGM at Meeting Room, 3/F, Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC at 9:30 a.m. on Thursday, October 16, 2025 to consider, if thought fit, approve the matters set out in the notice of EGM. The notice of EGM is set out in Appendix I to this circular.
A form of proxy for use at the EGM is published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.jx-bank.com), and despatched to H Shareholders in the manner as they elect to receive corporate communications. Whether or not you intend to attend and/or vote at the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof.
IV. METHODS OF VOTING AT THE EGM
Pursuant to the requirements of Rule 13.39(4) of the Listing Rules, voting by Shareholders at the EGM shall be taken by way of poll.
Please be advised that pursuant to Article 74 of the Articles of Association, if Shareholders fail to repay the loans granted by the Bank when due, or when the number of Shares of the Bank pledged by them reaches or exceeds fifty percent of the total Shares in the Bank held by them, the voting rights of such Shareholders at Shareholders' general meetings and the voting rights of the Directors appointed by such Shareholders at meetings of the Board shall be correspondingly suspended until the relevant circumstances come to an end.
V. CLOSURE OF THE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE EGM
In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the Bank's register of members will be closed from Monday, October 13, 2025 to Thursday, October 16, 2025, both days inclusive, during which period no transfer of Shares will be effected. The Shareholders listed on the Bank's register of Shareholders at the close of business on Thursday, October 16, 2025 shall be entitled to attend and vote at the EGM.
In order to be eligible for attending and voting at the EGM, holders of the Bank's Shares must deliver all duly completed and signed share transfer documents together with the relevant share certificates and other appropriate documents for registration to the office of the Board and the board of supervisors of the Bank at Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC (for Domestic Shareholders) or to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) before 4:30 p.m. on Friday, October 10, 2025.
- 6 -
LETTER FROM THE BOARD
VI. RECOMMENDATION
The Board (including the independent non-executive Directors) considers that the resolutions to be proposed at the EGM are in the interests of the Bank and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of all resolutions to be proposed at the EGM.
VII. OTHER INFORMATION
You are kindly requested to pay attention to other information as set out in Appendix I to this circular.
By order of the Board of Directors
Jiangxi Bank Co., Ltd.*
ZENG Hui
Chairman
Nanchang, China, September 30, 2025
-
Jiangxi Bank 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/deposit-taking business in Hong Kong.
-
7 -
APPENDIX I
NOTICE OF THE 2025 SECOND EGM
江西銀行
JIANGXI BANK
JIANGXI BANK CO., LTD.*
江西銀行股份有限公司*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1916)
NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting (the "EGM") of Jiangxi Bank Co., Ltd.* (the "Bank") will be held onsite at 9:30 a.m. on Thursday, October 16, 2025 at Meeting Room, 3/F, Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC, to consider, and if thought fit, approve the following resolutions:
SPECIAL RESOLUTION
- to consider and approve the issuance of RMB10 billion ordinary financial bonds
ORDINARY RESOLUTION
- to consider and approve the election of non-executive directors
By order of the Board of Directors
Jiangxi Bank Co., Ltd.*
ZENG Hui
Chairman
Nanchang, China, September 30, 2025
As of the date of this announcement, the Board of the Bank comprises Ms. ZENG Hui and Mr. LUO Xiaolin as executive directors; Mr. YIN Guangxing**, Ms. XIONG Jiemin, Mr. LI Shuiping and Mr. PENG Xiyuan as non-executive directors; and Mr. YANG Ailin, Mr. LIU Xinghua, Ms. WANG Feimilan and Mr. HE Enliang as independent non-executive directors.
- Jiangxi Bank 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.
** The Director will take office upon the approval of his qualification as a Director by the National Financial Regulatory Administration Jiangxi Bureau.
APPENDIX I
NOTICE OF THE 2025 SECOND EGM
Notes:
-
Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), all resolutions proposed at the EGM will be voted by poll (except for the resolutions concerning relevant procedures or administrative matters which the chairman decides to permit the vote by a show of hands). The voting results will be published on both the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.jx-bank.com) in accordance with the Listing Rules.
-
CLOSURE OF THE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE EGM
In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the Bank’s register of members will be closed from Monday, October 13, 2025 to Thursday, October 16, 2025, both days inclusive, during which period no transfer of the shares of the Bank will be effected. The Shareholders listed on the Bank’s register of Shareholders at the close of business on Thursday, October 16, 2025 shall be entitled to attend and vote at the EGM. In order to be eligible for attending and voting at the EGM, holders of the Bank’s shares must deliver all duly completed and signed share transfer documents together with the relevant share certificates and other appropriate documents for registration to the office of the Board and the board of supervisors of the Bank at Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC (for holders of Domestic Shares) or to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) before 4:30 p.m. on Friday, October 10, 2025.
- PROXY
Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (if the Shareholder holds two or more issued Shares of the Bank with a nominal value of RMB1.00 each), whether such person is a Shareholder of the Bank or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the EGM.
The proxy concerned must be appointed with a power of attorney. The power of attorney concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the power of attorney shall be affixed with the seal of the legal person or signed by its Director or a representative duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized, and served at the same time as the power of attorney. The power of attorney of the Shareholders’ proxy shall be served to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), or to the office of the Board and the board of supervisors of the Bank at Jiangxi Bank Tower, No. 699 Financial Street, Honggutan District, Nanchang, Jiangxi Province, the PRC (for holders of Domestic Shares) not less than 24 hours before the scheduled time for holding of the EGM (i.e. by 9:30 a.m. on Wednesday, October 15, 2025) or any adjournment thereof (as the case may be).
After the completion and return of the power of attorney, you can attend and vote in person at the EGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.
In case of registered joint holders of any shares, one of the registered joint holders can vote on such shares in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the EGM in person or by proxy, only the vote of the person whose name appears first in the register of members relating to the shares (in person or by proxy) will be accepted as the only vote of the joint holders.
APPENDIX I
NOTICE OF THE 2025 SECOND EGM
4. MISCELLANEOUS
(i) This EGM will adopt onsite voting in terms of the mechanism for attending and voting at the meeting.
(ii) The Shareholders or their proxies shall present their identity documents when attending the EGM (or any adjournment thereof). If the legal representative of corporate Shareholders or any other persons officially authorized by the corporate Shareholders is present at the EGM (or any adjournment thereof), such legal representative or other persons shall present their identity documents and the certifying documents for appointment as a legal representative or valid authorization documents (as the case may be).
(iii) The EGM is expected to last for no more than half a day. Shareholders and representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.
(iv) Address and contact of Computershare Hong Kong Investor Services Limited:
17M Floor
Hopewell Centre, 183 Queen’s Road East
Wanchai
Hong Kong
Tel: (852) 2862 8555
Fax: (852) 2865 0990
Address and contact of the office of the Board and the board of supervisors of the Bank:
Jiangxi Bank Tower
No. 699 Financial Street, Honggutan District
Nanchang
Jiangxi Province
the PRC
Tel: (86) 791 86791008/(86) 791 86791009
Fax: (86) 791 86771100
- The details about the aforesaid resolutions proposed for the consideration and approval at the EGM will be set out in the circular of the EGM dated September 30, 2025.