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Luzhou Bank Co., Ltd. Proxy Solicitation & Information Statement 2023

Apr 13, 2023

50320_rns_2023-04-13_bb38d895-48c6-434a-9c56-b8dba823b09a.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 2023 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) will be held at 10:00 a.m. on Tuesday, May 30, 2023 or immediately after the conclusion of 2023 first Domestic Shareholders’ class meeting, whichever is later, 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:

  1. To consider and approve the 2022 profit distribution plan of the Bank;

  2. To consider and approve the change of registered capital of the Bank; and

  3. To consider and approve the amendments to certain articles in the articles of association of the Bank.

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

Chairman

Luzhou, the PRC April 14, 2023

* 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. The register of members of the Bank will be closed from Saturday, April 29, 2023 to Tuesday, May 30, 2023 (both dates inclusive), during which period no transfer of shares of the Bank (the “ Shares ”) will be registered. In order to be entitled to attend and vote at the H Shareholders’ Class Meeting, all transfers together with the relevant share certificates must be deposited to 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 registration by no later than 4:30 p.m. on Friday, April 28, 2023.

  2. A shareholder of the Bank (the “ Shareholder ”) who is entitled to attend and vote at the H Shareholders’ Class 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 need not be a Shareholder.

  3. The instrument appointing a proxy must be in writing under the hand of the attorney duly authorized by a Shareholder in writing. In the case of a corporate Shareholder, 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.

  4. 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 H Shareholders), not less than 24 hours before the time for holding the H Shareholders’ Class Meeting (i.e. not later than 10:00 a.m. on Monday, May 29, 2023). 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 H Shareholders’ Class Meeting should he/she so wishes.

  5. Shareholders shall produce identity documents and supporting documents in respect of the Shares held when attending the H Shareholders’ Class Meeting. If a corporate Shareholder appoints its authorized representative to attend the H Shareholders’ Class Meeting, the authorized representative shall produce his/her 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 H Shareholders’ Class Meeting.

  6. Shareholders who intend to attend and vote at the H Shareholders’ Class 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) on or before Tuesday, May 9, 2023.

  7. The H Shareholders’ Class Meeting is expected to be held for less than half a day. Shareholders who intend to attend the H Shareholders’ Class Meeting shall arrange and bear their own transportation and accommodation expenses.

  8. 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

As at the date of this announcement, the Board comprises Mr. YOU Jiang and Mr. LIU Shirong as executive Directors, Ms. PAN Lina, Mr. XIONG Guoming, Mr. LUO Huoming and Ms. CHEN Ping as non-executive Directors and Mr. HUANG Yongqing, Mr. TANG Baoqi, Mr. ZHONG Jin, Mr. GAO Jinkang and Mr. CHING Yu Lung as independent non-executive Directors.

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