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Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2020
Oct 29, 2020
50320_rns_2020-10-29_c28e854b-edd7-4894-8db9-d9d9ad73bc46.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)
NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that 2020 second extraordinary general meeting (the “ Extraordinary General Meeting ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) will be held at 9:00 a.m. on Tuesday, December 15, 2020 at Meeting Room 1101, 11th Floor, Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, to pass the following resolutions:
ORDINARY RESOLUTIONS
To consider and approve the write-off of the non-performing loans for each of these following two separate loans with a principal amount of over RMB10 million by the Bank:
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A non-performing loan with a principal amount of RMB100 million for a separate loan; and
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A non-performing loan with a principal amount of RMB100 million for a separate loan.
SPECIAL RESOLUTION
- To consider and approve the authorization of the Board of Directors, and may delegate the authority to the chairman of the Bank to handle the management matters during the duration of the Capital Bonds in accordance with regulations and approval requirements issued by relevant regulatory authorities, including but not limited to handling the report and approval of relevant regulatory authorities, handling all related matters such as interest payment, redemption and write-down of the Capital Bonds, and signing all agreements, contracts and other documents in connection therewith. These authorizations shall start from the day when the Extraordinary General Meeting approves the management matters during the duration of the Capital Bonds to the day when all such matters above are completed.
By order of the Board Luzhou Bank Co., Ltd. YOU Jiang Chairman
Luzhou, the PRC
October 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:
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The register of members of the Bank will be closed from Saturday, November 14, 2020 to Tuesday, December 15, 2020, (both dates inclusive), during which period no transfer of shares of the Bank (“ Shares ”) will be registered. In order to be entitled to attend and vote at the Extraordinary General Meeting, all transfer documents together with the relevant share certificates must be deposited at the Bank’s H share registrar, 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) or the Bank’s office of the Board of Directors (Address: Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC) (for Holders of Domestic Shares) for registration by no later than 4:30 p.m. on Friday, November 13, 2020.
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A shareholder of the Bank (the “ Shareholder ”) who is entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies (the “ Proxy ” or “ Proxies ”) to attend and, in the event of a poll, vote on his or her behalf. A Proxy needs not be a Shareholder.
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The instrument appointing a proxy must be in writing under the hand of the attorney duly authorized by a Shareholder in writing. If the Shareholder is a corporate, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.
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In order to be valid, the form of proxy must be deposited to the Bank’s H share registrar, 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 meetings should they so wishes.
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Shareholders shall produce their identity documents and supporting documents in respect of the shares held when attending the Extraordinary General Meeting. If corporate Shareholders appoints authorized representative to attend the Extraordinary General Meeting, the authorized representative shall produce their identity documents and a notarial certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarial certified documents allowed by the Bank. Proxies shall produce their identity documents and the form of proxy signed by the Shareholders or their attorney when attending the Extraordinary General Meeting.
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Shareholders who intend to attend and vote at the Extraordinary General Meeting should complete and return the reply slip in writing by hand, by fax or by post to the Bank’s H share registrar, Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; fax number: +852-28650990) (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; fax number: +86-830-3100625) (for Holders of Domestic Shares) on or before Tuesday, November 24, 2020.
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The Extraordinary General Meeting is expected to be held for less than half a day. Shareholders who intend to attend the Extraordinary General Meeting shall arrange and bear their own transportation and accommodation expenses.
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The name and address of the Bank’s H share registrar and transfer office 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
- The registered address of the Bank in the PRC is as follows:
Building 1, No.18, Section 3, Jiucheng Avenue Jiangyang District, Luzhou Sichuan Province the PRC Contact person: office of the Board of Directors Tel: +86-830-2362606
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