Soho Holly Futures Co., Ltd. — Board/Management Information 2017

Aug 25, 2017

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.

Holly Futures

• (a joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(Stock Code: 3678)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD (3) RESIGNATION OF SUPERVISOR (4) PROPOSED APPOINTMENT OF SUPERVISOR

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board hereby announces that on 24 August 2017, the resolution in relation to the proposed amendments to the Articles of Association, for the implementation of the spirit of the guidelines on strengthening party discipline during the promotion of reform and development of state-owned enterprises and to reflect the Company’s actual situation, has been passed at a meeting of the Board. The proposed amendments to the Articles of Association shall be subject to the approval of Shareholders at the EGM by way of special resolution.

(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD

The Board hereby announces that on 24 August 2017, the resolution in relation to the proposed amendments to the Rules of Procedure of the Board, for the implementation of the spirit of the guidelines on strengthening party discipline during the promotion of reform and development of state-owned enterprises and to reflect the Company’s actual situation, has been passed at a meeting of the Board. The proposed amendments to the Rules of Procedure of the Board shall be subject to the approval of Shareholders at the EGM by way of special resolution.

(3) RESIGNATION OF SUPERVISOR

Mr. Zhao Yajun has tendered his resignation as a Supervisor to the Supervisory Committee due to personal work commitments. Such resignation will become effective on (1) the date on which the EGM elects a new Supervisor; or (2) the date on which such resignation will otherwise no longer result in the number of members of Supervisor Committee falling short of the number required in the Articles of Association, whichever is earlier.

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(4) PROPOSED APPOINTMENT OF SUPERVISOR

Pursuant to the Company Law of the PRC and the Articles of Association, the Supervisory Committee proposed the appointment of Ms. Yu Hong as a Supervisor. The proposed appointment of Supervisor is subject to the approval of Shareholders at the EGM by way of ordinary resolution.

GENERAL

The EGM will be convened to consider and, if thought fit, approve the abovementioned resolutions as soon as practicable. A notice convening the EGM, relevant form of proxy and reply slip and a circular related to the abovementioned resolutions will be dispatched to the Shareholders as soon as possible.

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 24 August 2017, the Board resolved at a meeting of the Board to make certain amendments to the Articles of Association, the details of which are as follows:

No.	Existing Articles		Proposed Amendments
1.	Chapter 1 New article to General Provisions		Article 10In accordancewith theprovisions of theConstitution of theCommunist Partyof China,theCompanyshall set upan organization of theCommunist PartyofChina. The Party organization shall exercise its role as the core of leadershipand thepolitical nucleus,and shall focus on the overall direction and development and ensuringstrictpolicyimplementation. The Companyshall establish relatedworkingorgans, and maintain an adequate level of staffingto handle Partyaffairs aswell as sufficient funding for the activities of the Partyorganization.
2.	New Chapter 10 New article to Party Organizations		Article 99TheCompanyshall establish the Party Committee consistingof one secretaryand several other members.Unless approved byhigher levelpartycommittee,the chairman of the Board and the secretaryof the Party Committee shall be assumed bythe sameperson inprinciple and the Party Committee shall set upa specialposition of deputysecretaryinprinciplewho mainly takes in charge of thework of Partybuilding. Eligible members of the Party Committee may join the Board,theSupervisory Committee and the management through legalprocedures,and eligible Partymembers in the Board,theSupervisory Committee and the management may join the Party Committee in accordancewith relevant regulations andprocedures. TheCompanyshall establish the DisciplineCommittee in accordance with relevant regulations.

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No.	Existing Articles		Proposed Amendments
3.	New Chapter 10 New article to Party Organizations		Article 100The Party Committee of the Companyshallperform its duties in accordance with theConstitution ofCommunist Partyof China and regulations of the Party. 1)To monitor the implementation of the principles andpolicies of the Partyand of the country within theCompany,and to implement material strategic decisions made bytheCentral Committee of the Party,theStateCouncil and Jiangsu ProvincialCommittee’sprovincial government,aswell as other importantworks deployment assigned bythe Partycommittee of theJiangsuState-owned AssetsSupervision and AdministrationCommission and other Party organizations of higher levels. 2)Topersist in combiningtheprinciple of the Partysupervisingtheperformance of officialswith the legitimate selection bythe Board of the managers and the legitimate use of human resources bythe managers. The Party Committee shall consider andprovide opinions on the candidates nominated bythe Board or thegeneral manager,or recommend nominees to the Board or thegeneral manager;evaluate theproposed candidates in conjunctionwith the Board,collectivelyconsider and make suggestions. 3)To consider and discuss the matters on the reform,development and stabilityof the Company,major operation and management matters aswell as keyissues involvingthevital interests of employees,and make suggestions. 4)To take full responsibilityfor the strict discipline of the Party. To take the lead on the ideological andpoliticalwork,united frontwork, construction of spiritual civilization,construction of enterprise culture and thework of the trade union and theCommunist Youth League and other massgroups and organizations. To take the lead on improvingPartyconduct and upholdingintegrity and to support theperformance bythe Discipline Committee of its supervision duties.

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No.	Existing Articles		Proposed Amendments
4.	Article 101The Board shall be accountable to the general meeting and exercise the following functions and powers: ...... 10) to appoint or dismiss the general manager, chief risk officer and secretary of the Board; to decide to appoint or dismiss the Company’s deputy general manager, chief financial officer and other senior management as nominated by the chairman or the general manager, and to determine their remunerations and disciplinary matters; ...... The Board shall determine the scope of authorization in respect of external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, as well as connected transactions. It shall establish strict inspection and decision- making procedures. The Board shall have the rights to approve and make decision on the following matters: ......		Article 10~~1~~ ~~4~~The Board shall be accountable to the general meeting and exercise the following functions and powers: ...... 10) to appoint or dismiss the general manager, chief risk officer and secretary of the Board; to decide to appoint or dismiss the Company’s deputy general manager, chief financial officer and other senior management as nominated by the chairman or the general manager, and to determine their remunerations and disciplinary matters; ...... The Board shall seek opinions from the Party Committee before makingdecisions on the material issues of theCompany. The Board shall determine the scope of authorization in respect of external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, as well as connected transactions. It shall establish strict inspection and decision- making procedures. The Board shall have the rights to approve and make decision on the following matters: ......
5.	Article 127The general manager of the Company shall be accountable to the Board and exercise the following functions and powers: 1) to manage the business operations of the Company, organize execution of the Board’s resolutions, and report to the Board; ......		Article 1~~27~~ ~~3~~0The general manager of the Company shall be accountable to the Board and exercise the following functions and powers: 1) to manage the business operations of the Company, organize execution of the resolutions of the Board and the Party Committee ,and report to the Board and the Party Committee ; ......

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No.	Existing Articles		Proposed Amendments	Proposed Amendments
6.	New Chapter 13 New article to Legal Adviser		Article 142TheCompanyshall engage legal advisers specificallyfocus on legal affairs, with the right to handle legal affairs arisingfrom the operation,management and decision makingof theCompany,aswell as other rights conferred by laws,regulations,rules and theCompany.
7.	Title change toChapter 18 Labor Union and Party Organizations		Chapter~~18~~ ~~2~~0 Labor Union ~~Organizations~~	~~and Party~~
8.	Article 204The Company shall, in accordance with the relevant provisions in the Constitution of the Communist Party of China (CPC), establish a CPC organisation to carry out CPC activities, and provide necessary conditions to facilitate such activities.		Deleted

The above amendments to the Articles of Association are for the implementation of the spirit of the guidelines on strengthening party discipline during the promotion of reform and development of state-owned enterprises and to reflect the Company’s actual situation.

The Articles of Association are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

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(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD

On 24 August 2017, the Board resolved at a meeting of the Board to make certain amendments to the Rules of Procedure of the Board, the details of which are as follows:

Existing Rule		Proposed Amendments
Rule 8The Board shall exercise the following functions and powers: ...... (10) to appoint or dismiss the general manager, chief risk officer and secretary of the Board; to decide to appoint or dismiss the Company’s deputy general manager, chief financial officer and other senior management as nominated by the chairman or the general manager, and to determine their remunerations and disciplinary matters; ...... The Board shall determine the scope of authorization in respect of external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, as well as connected transactions. It shall establish strict inspection and decision-making procedures. The Board shall have the rights to approve and make decision on the following matters: ......		Rule 8The Board shall exercise the following functions and powers: ...... (10) to appoint or dismiss the general manager, chief risk officer and secretary of the Board; to decide to appoint or dismiss the Company’s deputy general manager, chief financial officer and other senior management as nominated by the chairman or the general manager, and to determine their remunerations and disciplinary matters; ...... The Board shall seek opinions from the Party Committee before makingdecisions on the material issues of theCompany. The Board shall determine the scope of authorization in respect of external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, as well as connected transactions. It shall establish strict inspection and decision-making procedures. The Board shall have the rights to approve and make decision on the following matters: ......

The above amendments to the Rules of Procedure of the Board are for the implementation of the spirit of the guidelines on strengthening party discipline during the promotion of reform and development of state-owned enterprises and to reflect the Company’s actual situation.

The Rules of Procedure of the Board are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

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(3) RESIGNATION OF SUPERVISOR

The Board hereby announces that Mr. Zhao has tendered his resignation as a Supervisor to the Supervisory Committee due to personal work commitments, and such resignation will become effective on (1) the date on which the EGM elects a new supervisor; or (2) the date on which such resignation will otherwise no longer result in the number of members of Supervisor Committee falling short of the number required in the Articles of Association, whichever is earlier.

Mr. Zhao confirmed that he has no disagreement with the Supervisory Committee and the Board during the term of his office and there is no matter in relation to his resignation that needs to be brought to the Shareholders or creditors of the Company or the Hong Kong Stock Exchange.

The Board would like to express its sincere gratitude to Mr. Zhao for his valuable contribution to the Company during his tenure.

(4) PROPOSED APPOINTMENT OF SUPERVISOR

Pursuant to the Company Law of the PRC and the Articles of Association, the Supervisory Committee proposed the appointment of Ms. Yu as a Supervisor. The proposed appointment of Supervisor is subject to the approval of Shareholders at the EGM by way of ordinary resolution.

The background of candidate for supervisorship is as follows:

Ms. Yu, aged 42, has obtained a bachelor’s degree in politics and administrative management (政治與行政管理學系) and a master’s degree in law from Nanjing University (南京大學) in 1997 and 2004 respectively. She has served as the deputy party secretary in the Company since July 2016. Prior to joining the Group, she worked as an officer in the Office of Scientific & Technological Industry of National Defence in Jiangsu Province (江蘇省國防科學技術工業 辦公室) from July 1997 to May 2000. From May 2000 to May 2006, she worked at Jiangsu National Defence Asset Management Co., Ltd (江蘇省國防資產管理有限公司). She had been the head of the Secretarial Department (秘書科科長) of Jiangsu Silk Group Company Limited (江蘇省絲綢集團有限公司), the previous company name of Jiangsu SOHO Holdings Group Co., Ltd. (“ SOHO Holdings ”, a controlling Shareholder of the Company), from May 2006 to December 2009, and worked as the assistant to general manager in its Human Resource Department from December 2009 to August 2010. She joined Jiangsu SOHO International Group Limited (江蘇蘇豪國際集團股份有限公司) (“ SOHO International ”), a subsidiary of SOHO Holdings in August 2010, and served as a deputy general manager in the Human Resources Department from August 2010 to March 2012. She was promoted to the position of general manager in the same department in March 2012. She was an chief officer of the management office (總經辦主任) of SOHO International from May 2013 to May 2015, and had been the deputy general manager in the Legal Department of SOHO Holdings from May 2015 to July 2016. She acted as the joint company secretary of the Company and the authorized representative of the Company under Rule 3.05 of the Listing Rules from 14 October 2016 to 23 June 2017.

Save as disclosed above, Ms. Yu has not held any directorship in other listed companies in the past three years.

Save as disclosed above, Ms. Yu has no relationship with any Directors, Supervisors, senior management or substantial or controlling Shareholders of the Company. As at the date of this announcement, Ms. Yu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

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Subject to the approval at the EGM, Ms. Yu will enter into a service contract with the Company for a term until the expiry of the second term of the Supervisory Committee. Ms. Yu will not receive any emolument from the Company.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and the Company is not aware of any other matters that need to be brought to attention of Shareholders.

EGM

The above proposed amendments to the Articles of Association and the Rules of Procedure of the Board shall be subject to consideration and approval at the EGM by way of special resolutions. The above proposed appointment of Supervisor shall be subject to consideration and approval at the EGM by way of ordinary resolution. The EGM will be convened to consider and, if thought fit, approve the abovementioned resolutions as soon as practicable. A notice convening the EGM, relevant form of proxy and reply slip and a circular related to the abovementioned resolutions will be dispatched to the Shareholders as soon as possible.

DEFINITIONS

Unless the context otherwise requires, the following expressions in this announcement have the following meanings:

“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors of the Company
“Company”	Holly Futures Co., Ltd. (弘業期貨股份有限公司), a joint stock limited
	company established under the laws of the PRC on 29 November
	2012, whose H Shares are listed and traded on the Hong Kong Stock
	Exchange (stock code: 3678)
“Company Law of the PRC”	the prevailing Company Law of the PRC (《中華人民共和國公司
	法》), as amended, supplemented and otherwise modified from time
	to time
“Director(s)”	the director(s) of the Company
“EGM”	an extraordinary general meeting to consider and, if thought fit,
	to approve, inter alia, the resolutions in relation to the proposed
	amendments to the Articles of Association and the Rules of Procedure
	of the Board, and the proposed appointment of Supervisor
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange”
“Listing Rules”	The Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited, as amended from time to time
“Mr. Zhao”	Mr. Zhao Yajun(趙亞軍)

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“Ms. Yu”	Ms. Yu Hong(虞虹)
“PRC”	the People’s Republic of China, for the purpose of this announcement,
	excluding Hong Kong, the Macau Special Administrative Region and
	Taiwan
“Rules of Procedure	the rules of procedure of the Board
of the Board”
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended from time to time
“Share(s)”	share(s) with a nominal RMB1.00 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of the Shares of the Company
“Supervisor(s)”	supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

By order of the Board Ms. Zhou Jianqiu Executive Director

Nanjing, the PRC 25 August 2017

As at the date of this announcement, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai, Mr. Zhang Ke and Mr. Shan Bing as non-executive Directors; and Mr. Li Xindan, Mr. Zhang Hongfa and Mr. Lam Kai Yeung as independent non-executive Directors.

• for identification purposes only

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