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Luzhou Bank Co., Ltd. Proxy Solicitation & Information Statement 2020

Nov 29, 2020

50320_rns_2020-11-29_1a6277c9-a733-4da9-baaf-199beaf7b945.pdf

Proxy Solicitation & Information Statement

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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 announcement, 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 announcement.

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(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1983)

SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the notice (the “ Initial Notice ”) and the circular (the “ Initial Circular ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) both dated October 30, 2020 set out, among others, the time and venue of the 2020 second extraordinary general meeting (the “ Extraordinary General Meeting ”) and contain the resolutions to be proposed at the Extraordinary General Meeting for Shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting will consider and, if thought fit, pass the following resolutions in addition to the resolutions set out in the Initial Notice:

SPECIAL RESOLUTION

  1. To consider and approve the public transfer of the creditor’s rights of certain non-performing debts of the Bank with an amount exceeding 10% of the Bank’s latest (the end of 2019) audited net asset, and with total estimated losses exceeding RMB10 million.

By order of the Board Luzhou Bank Co., Ltd. YOU Jiang Chairman

Luzhou, the PRC

November 30, 2020

As at the date of this announcement, the Board comprises Mr. YOU Jiang, Mr. XU Xianzhong and Mr. LIU Shirong as executive Directors, Ms. PAN Lina, Mr. XIONG Guoming, Mr. LIU Qi, Mr. DAI Zhiwei and Ms. LIU Anyuan as non-executive Directors and Mr. GU Mingan, Mr. HUANG Yongqing, Mr. YE Changqing and Mr. TANG Baoqi as independent non-executive Directors.

* 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.

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Notes:

  1. Save for the above supplemental resolution, there are no other changes to the resolutions set out in the Initial Notice. For details of other resolutions to be considered and approved at the Extraordinary General Meeting, eligibility for attending the Extraordinary General Meeting, registration procedures, arrangements for closure of register of members and other relevant matters, please refer to the Initial Notice and the Initial Circular both dated October 30, 2020.

  2. Proxy

The form of proxy (the “ First Form of Proxy ”) dispatched along with the Initial Notice did not contain the additional resolution No. (4) as set out in this supplemental notice. As such, a second form of proxy (the “ Second Form of Proxy ”) has been prepared by the Bank and is enclosed with this supplemental notice.

In order to be valid, the Second Form of Proxy must be deposited to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited (Address: 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 for holding the Extraordinary General Meeting (i.e. not later than 9:00 a.m. on Monday, December 14, 2020). If the form of proxy is signed by a person under a power of attorney or other authority, a notarial certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof should they so wishes.

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 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 Extraordinary General Meeting (except for those resolutions to which the Shareholders has indicated his/her voting direction in the First Form of Proxy), including the additional resolution No. (4) set out in this supplemental notice of the Extraordinary 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 Extraordinary 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 a 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 Extraordinary 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 advised to not deliver the Second Form of Proxy no later than the closing time. Shareholder shall present in person if he/she intended to vote at the Extraordinary General Meeting.

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  1. The name and address of the H Share Registrar of the Bank are as follows:

Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Tel: +852-2862 8555 Fax: +852-2865 0990

  1. The registered address of the Bank in the PRC is as follows:

Building 1, No.18, Section 3, Jiucheng Avenue Jiangyang District Luzhou City Sichuan Province the PRC Contact person: office of the Board of Directors Tel: +86-830-2362606

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