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Luzhou Bank Co., Ltd. — AGM Information 2021
May 24, 2021
50320_rns_2021-05-24_678bdd09-9e04-4af5-987e-e59250a0f783.pdf
AGM Information
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1983)
SECOND FORM OF PROXY FOR 2020 ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, JUNE 8, 2021 AND ANY ADJOURNED MEETING THEREOF
I/We[(Note][1)]
of[(Note][1)]
Shares[(Note][2)] with a nominal value of RMB1.00 each in the
being the holder(s) of
share capital of Luzhou Bank Co., Ltd. (the “ Bank ”) and the shareholder(s) of the Bank (the “ Shareholder(s) ”), hereby appoint[(Note][3)] the Chairman of the meeting
or
of
to act as my/our proxy to attend and act for me/us at the 2020 annual general meeting of the Bank (the “ Annual General Meeting ”) to be held at 9:00 a.m. on Tuesday, June April8,(the2021“ PRC 23,at 2021”)Meetingor (theat anyRoom“ Notice adjourned1101,”) and11thmeetingtheFloor,supplementalthereof,Buildingand1,noticetoNo.18,voteofforSectiontheme/usAnnual3,atJiucheng Avenue,suchGeneralmeetingMeetingin respectJiangyangdatedofMaytheDistrict,25,resolutions2021Luzhou(thesetCity,“out Supplemental inSichuanthe noticeProvince, Notice of the Annual”)theinPeople’sthe GeneralmannersRepublicMeetingas hereunderof Chinadated indicated, or if no such indication is given, as my/our proxy thinks fit. Unless otherwise stated, terms used in the Notice and the Supplemental Notice shall have the same meaning when used herein.
| Resolutions(Note 4)(Special resolutions are marked with *)For(Note 5 | ||
|---|---|---|
| 1. | to consider and approve the 2020 Annual Report of the Bank; | |
| 2. | to consider and approve the 2020 work report of the board of directors of the Bank; | |
| 3. | to consider and approve the 2020 work report of the board of supervisors of the Bank; | |
| 4. | to consider and approve the 2020 evaluation report on the performance of duties by the directors,supervisors, senior management of the Bank; | |
| 5. | to consider and approve the final financial accounts of the Bank for 2020; | |
| 6.* | to consider and approve the profit distribution plan and the capitalization issue plan of capital reserveof the Bank for 2020; | |
| 7. | to consider and approve the report on related party transactions of the Bank for 2020; | |
| 8. | to consider and approve the 2021 fixed assets investment plan of the Bank; | |
| 9. | to consider and approve the 2021 financial budget plan of the Bank; | |
| 10. | to consider and approve the engagement of domestic and foreign auditors of the Bank for 2021 and theauthorization to the Board to determine their remuneration; | |
| 11. | *to consider and approve the changes in registered capital of the Bank; | |
| 12. | *to consider and approve the amendments to certain terms of the Articles of Association of the Bank;and | |
| 13. | to consider and approve the Bank to dispose of the Creditor’s Rights with the estimated lossesexceeding RMB10 million according to the Proposal on the Subsequent Disposal of the Creditor’sRights after Judicial Reorganization. | |
| Date: | , 2021Signature(s)(Note 6): |
Notes:
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Please insert the full name(s) in Chinese and English, as shown in the register of members, and registered address(es) in BLOCK LETTERS .
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Please insert the number of shares registered in your name(s) relating to the form of proxy. If no number is inserted, this second form of proxy will be deemed to be related to all shares registered in your 3. name(s).If any proxy other than the Chairman of the meeting is preferred, strike out the words “ the Chairman of the meeting or” and insert the name and address of the proxy desired (the “ Proxy ”) in the space provided. All Shareholders who are entitled to attend and vote at the Annual General Meeting shall have the right to entrust one or more proxies to attend and vote at the meeting. A Proxy need not to be a Shareholder of the Bank but must attend the meeting in person on your behalf. A Proxy of a Shareholder who has appointed more than one proxy is only entitled to one vote per share. ANY ALTERATION MADE TO THIS SECOND FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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An ordinary resolution shall be approved by the attending Shareholders holding no less than half of the total shares of the Bank and no less than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the Annual General Meeting. A special resolution shall be approved by the attending Shareholders holding no less than two-thirds of the total shares of the Bank and no less than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the Annual General Meeting.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. The shares abstained from voting will be counted in the calculation of the required majority. The ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted shall be regarded as forbidden voting rights, and the voting results of their shares shall be regarded as “abstention”. If no instruction is given, your proxy may vote or abstain at his/her discretion.
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This second form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its legal representative or duly authorized attorney. If this second form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authority must be notarized.
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In case of joint holders of any Share, any one of such joint holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such Shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the Annual General Meeting, personally or by proxy, the vote of the joint holder whose name stands first and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
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In order to be valid, this second form of proxy together with the power of attorney or other authority (if any) must be lodged with the Bank’s H Share Registrar, 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 the office of the Board of Directors of the Bank (Address: Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC, Postcode: 646000) (for Holders of Domestic Shares) not less than 24 hours before the time fixed for holding the Annual General Meeting (i.e. no later than 9:00 a.m. on Monday, June 7, 2021) or any adjourned meeting thereof, as the case may be. Completion and return of this second form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.
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An individual Shareholder attending the Annual General Meeting in person shall present his/her identification card or other effective document or proof of identity. A proxy attending the Annual General Meeting on behalf of a Shareholder shall present his/her identity card and the letter of attorney signed by the appointer or his/her legal representative with the issue date. A corporate Shareholder shall attend the Annual General Meeting by its legal representative or his/her nominee. A legal representative attending the Annual General Meeting shall present his/her identity card and the document which can certify his/her capacity as a legal representative. A nominee attending the Annual General Meeting shall present his/her identity card and the written form of proxy issued by the legal representative of the corporation shareholder.
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For the form of proxy without the additional resolution No. (13) as set out in the Supplemental Notice of the Annual General Meeting which has been dispatched by the Bank on April 23, 2021 (the “ First Form of Proxy ”), Shareholders who had returned the First Form of Proxy to the H Share Registrar of the Bank should note that: (i) if a Shareholder did not return the Second Form of Proxy to the H Share Registrar of the Bank, the First Form of Proxy, if correctly completed, will be deemed as a valid Shareholder’s form of proxy lodged by him/her. The proxy appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Annual General Meeting (except for those resolutions to which the Shareholder has indicated his/her voting direction in the First Form of Proxy), including the additional resolution No. (13) set out in the supplemental notice of the Annual General Meeting. (ii) if a Shareholder delivered the Second Form of Proxy to the H Share Registrar of the Bank not less than 24 hours before the time appointed for holding the Annual General Meeting or any adjournment meeting thereof, the First Form of Proxy previously lodged by him/her will be revoked and superseded by the Second Form of Proxy. The Second Form of Proxy, if correctly completed, will be deemed as the only valid form of proxy lodged by such Shareholder. (iii) if a Shareholder delivered the Second Form of Proxy to the H Share Registrar of the Bank later than 24 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof, the Second Form of Proxy will be invalid and the First Form of Proxy delivered by the Shareholder will be revoked. The vote of proxy appointed by the Shareholder, either by the First Form of Proxy or the Second Form of Proxy, by the invalid or revoked form of proxy will not be counted for the voting of the resolutions. Therefore, Shareholders are recommended to deliver the Second Form of Proxy no later than the closing time. A Shareholder shall present and vote in person if he/she intended to vote at the Annual General Meeting.
PERSONAL INFORMATION COLLECTION STATEMENT
instructionsYourfor thesupplymeetingof yourof andthe yourBankproxy’s(the “ Purposes (or proxies’)”). Wename(s)may transferand address(es)your andis youron a proxy’svoluntary(orbasisproxies’)for thename(s)purposeandof processingaddress(es)yourto ourrequestagent,forcontractor,the appointmentor third-partyof a proxyservice(or proxies)providerandwhoyourprovidesvoting administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Bank/Computershare Hong Kong Investor Services Limited at the above address.
- Luzhou 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.