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Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2025
Jun 9, 2025
50320_rns_2025-06-09_7d14939e-77ab-4f6b-ab49-43cf9bf1ffb5.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.
济州银行股份有限公司
LUZHOUBANKCO.,LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1983)
NOTICE OF 2025 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 Monday, June 30, 2025 or immediately after the conclusion of 2025 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:
- To consider and individually approve each of the following items of the resolution on the non-public issuance of H Shares by the Bank under Specific Mandate:
1.1 Class and nominal value of Shares issued;
1.2 Method of issuance;
1.3 Target places;
1.4 Subscription method;
1.5 Size of issuance;
1.6 Method of pricing;
1.7 Use of proceeds;
1.8 Allocation of accumulated undistributed profits;
1.9 Time of issuance;
1.10 Validity period of the resolutions; and
1.11 Listing arrangements.
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- To consider and approve the resolution on the granting of authorization to the Board and its authorized persons to deal with matters in relation to the non-public issuance of H Shares in their sole discretion.
By order of the Board
Luzhou Bank Co., Ltd.*
YOU Jiang
Chairman
Luzhou, the PRC
June 10, 2025
- 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.
Notes:
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The register of members of the Bank will be closed from Wednesday, June 25, 2025 to Monday, June 30, 2025 (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 Tuesday, June 24, 2025.
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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.
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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. 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.
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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 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 Sunday, June 29, 2025). 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.
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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.
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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 Thursday, June 19, 2025.
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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.
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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
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. ZHONG Jin, Mr. GAO Jinkang, Mr. CHING Yu Lung, Mr. HAN Zirong and Mr. FAN Jingdong as independent non-executive Directors.
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