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.
Bank of Qingdao Co., Ltd.*
青島銀行股份有限公司*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(H Shares Stock Code: 3866)
(Preference Shares Stock Code: 4611)
POLL RESULTS OF 2020 FIRST EXTRAORDINARY
GENERAL MEETING HELD ON 17 SEPTEMBER 2020
Bank of Qingdao Co., Ltd. (the "Bank") is pleased to announce that the 2020 first extraordinary general meeting (the "EGM") was held at No. 6 Qinling Road, Laoshan District, Qingdao, Shandong Province, the PRC at 9:00 a.m. on Thursday, 17 September 2020. The meeting was held by way of a combination of on-site voting (applicable to A Shareholders and H Shareholders) and online voting (only applicable to A Shareholders).
Reference is made to the circular of the Bank dated 31 August 2020 (the "Circular"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
ATTENDANCE AT THE MEETING
Shareholders and authorised proxies holding an aggregate of 2,234,486,843 Shares carrying voting rights, being approximately 49.548569% of the entire issued Shares of the Bank as at the date of the EGM, were present at the EGM. The details of attendance were set out in the table below:
Attendance at the on-site meeting | Participation through online voting | Overall attendance | ||||||||
Percentage | Percentage | Percentage | ||||||||
of the total | of the total | of the total | ||||||||
Number of | number of | Number of | number of | Number of | number of | |||||
Shares with | Shares with | Shares with | Shares with | Shares with | Shares with | |||||
Number of | voting rights | voting rights | Number of | voting rights | voting rights | Number of | voting rights | voting rights | ||
Class | people | represented | (%) | people | represented | (%) | people | represented | (%) | |
A Shares | 2 | 2,790,784 | 0.061884 | 25 | 1,606,942,079 | 35.633094 | 27 | 1,609,732,863 | 35.694978 | |
H Shares | 2 | 624,753,980 | 13.853590 | - | - | - | 2 | 624,753,980 | 13.853590 | |
Total | 4 | 627,544,764 | 13.915475 | 25 | 1,606,942,079 | 35.633094 | 29 | 2,234,486,843 | 49.548569 | |
The holding of the EGM was in compliance with the Company Law of the PRC and the Articles of Association. The EGM was chaired by Mr. Guo Shaoquan, the chairman of the Bank. Certain Directors, Supervisors and members of senior management of the Bank were present at the on-site meeting. King & Wood Mallesons (Beijing), the Bank's PRC legal adviser, witnessed the EGM. King & Wood Mallesons (Beijing), Computershare Hong Kong Investor Services Limited, the Bank's H Share Registrar, 2 representatives of Shareholders and 1 representative of Supervisors were appointed as the vote counters and scrutineers at the EGM for the purpose of vote-taking.
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POLL RESULTS OF THE EGM
The following resolutions were considered and approved by way of a combination of on-site and online voting at the EGM. The poll results in respect of the resolutions proposed at the EGM were as follows:
For | Against | Abstained | ||||||||||
Resolution | Name of | Type of | Number of | Percentage | Number of | Percentage | Number of | Percentage | Poll | |||
No. | resolutions | Shareholders | Shares | (%) | Shares | (%) | Shares | (%) | Results | |||
1 | To | consider | and approve | A Shares | 1,609,730,663 | 99.999863 | 100 | 0.000006 | 2,100 | 0.000131 | ||
the | resolution | regarding the | ||||||||||
H Shares | 624,753,980 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed | |||||
issuance of tier-two capital | ||||||||||||
Total | 2,234,484,643 | 99.999902 | 100 | 0.000004 | 2,100 | 0.000094 | ||||||
bonds of Bank of Qingdao | ||||||||||||
Co., Ltd. | ||||||||||||
2 | To | consider | and approve | A Shares | 1,609,730,663 | 99.999863 | 100 | 0.000006 | 2,100 | 0.000131 | ||
the | resolution | regarding the | ||||||||||
H Shares | 624,753,980 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed | |||||
Capital Management Plan | ||||||||||||
Total | 2,234,484,643 | 99.999902 | 100 | 0.000004 | 2,100 | 0.000094 | ||||||
for 2021-2025 of Bank of | ||||||||||||
Qingdao Co., Ltd. | ||||||||||||
Note: In the above table, "Number of Shares" represents the number of relevant Shares with voting rights; "Percentage" represents the percentage of the number of relevant Shares with voting rights in the corresponding total number of Shares with voting rights at the EGM.
Save as the above resolutions, the Bank has not received any proposal put forward by any Shareholders holding 3% or more of the voting Shares of the Bank.
As at the record date of the meeting (i.e. 14 September 2020), the total number of issued Shares of the Bank entitling the holders to attend the EGM was 4,509,690,000 Shares, comprising 2,746,655,020 A Shares and 1,763,034,980 H Shares. Insofar as the Bank is aware, certain individual Shareholders have pledged 50% or more of his/her equity interests in the Bank, the voting rights of such Shareholders at the EGM shall therefore be subject to restrictions pursuant to the Articles of Association. Accordingly, based on the Shareholders on the respective record date for A Shares and H Shares of the EGM, a total number of 3,923,811,288 Shares entitled Shareholders to vote on resolutions proposed at the EGM.
Save as disclosed above, there is no restriction by the Bank on any other Shareholders casting votes on the proposed resolutions at the EGM. There was no Share entitling the Shareholders to attend and vote only against the proposed resolutions at the EGM. No party has stated its intention in the Circular that it would vote against the proposed resolutions or that it would abstain from voting at the EGM.
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WITNESSING BY LAWYERS
Ms. Li Yuanyuan and Ms. Zhang Jia, attorneys from King & Wood Mallesons (Beijing), witnessed the EGM and issued a legal opinion certifying that the procedures for convening and holding the EGM, the qualifications of attendees and the convener and the voting procedures of the EGM were in compliance with the relevant laws and administrative regulations including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China, the requirements of the Rules Governing Shareholders' General Meetings of Listed Companies and the Articles of Association, and the poll results of the EGM lawful and valid.
By order of the Board
Bank of Qingdao Co., Ltd.*
Guo Shaoquan
Chairman
Qingdao, Shandong Province, the PRC
17 September 2020
As at the date of this announcement, the Board comprises Mr. Guo Shaoquan, Mr. Wang Lin, and Ms. Lu Lan as executive Directors; Mr. Zhou Yunjie, Mr. Rosario Strano, Ms. Tan Lixia, Mr. Marco Mussita, Mr. Deng Youcheng and Mr. Choi Chi Kin, Calvin as non-executive Directors; Mr. Chen Hua, Ms. Dai Shuping, Mr. Simon Cheung, Ms. Fang Qiaoling and Mr. Tingjie Zhang as independent non-executive Directors.
- Bank of Qingdao Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry out banking/deposit-taking business in Hong Kong.
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Bank of Qingdao Co. Ltd. published this content on 17 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2020 10:59:06 UTC