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.*
ڡࢥვБٰ΅Ϟࠢʮ̡*
(A joint stock limited company incorporated in the People's Republic of China)
(H Shares Stock Code: 3866)
(Preference Shares Stock Code: 4611)
POLL RESULTS OF 2021 FIRST EXTRAORDINARY GENERAL MEETING, 2021 FIRST CLASS MEETING FOR A SHAREHOLDERS AND 2021 FIRST CLASS MEETING FOR H SHAREHOLDERS HELD ON 26 MARCH 2021
Bank of Qingdao Co., Ltd. (the "Bank") is pleased to announce that the 2021 first extraordinary general meeting (the "EGM"), the 2021 first class meeting for A Shareholders (the "A Share Class Meeting") and the 2021 first class meeting for H Shareholders (the "H Share Class Meeting") (collectively, the "Meetings") were held successively at No. 6 Qinling Road, Laoshan District, Qingdao, Shandong Province, the PRC at 9:00 a.m. on Friday, 26 March 2021. The Meetings 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 8 March 2021 (the "Circular"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
ATTENDANCE OF THE MEETINGS
Shareholders and authorised proxies holding an aggregate of 2,947,653,279 Shares carrying voting rights, being approximately 74.988409% of the total number of Shares carrying voting rights 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:
Class | Attendance at the on-site meeting | Participation through online voting | Overall attendance | ||||||
Number of people | Number of Shares with voting rights represented | Percentage of the total number of Shares with voting rights (%) | Number of people | Number of Shares with voting rights represented | Percentage of the total number of Shares with voting rights (%) | Number of people | Number of Shares with voting rights represented | Percentage of the total number of Shares with voting rights (%) | |
A Shares | 2 | 92,487,964 | 2.352897 | 46 | 1,597,322,470 | 40.635943 | 48 | 1,689,810,434 | 42.988840 |
H Shares | 2 | 1,257,842,845 | 31.999569 | - | - | - | 2 | 1,257,842,845 | 31.999569 |
Total | 4 | 1,350,330,809 | 34.352466 | 46 | 1,597,322,470 | 40.635943 | 50 | 2,947,653,279 | 74.988409 |
Shareholders and authorised proxies holding an aggregate of 1,689,810,434 Shares carrying voting rights, being approximately 70.620322% of the total number of A Shares carrying voting rights of the Bank as at the date of the A Share Class Meeting, were present at the A Share Class Meeting. The details of attendance were set out in the table below:
Class | Attendance at the on-site meeting | Participation through online voting | Overall attendance | ||||||
Number of people | Number of A Shares with voting rights represented | Percentage of the total number of A Shares with voting rights (%) | Number of people | Number of A Shares with voting rights represented | Percentage of the total number of A Shares with voting rights (%) | Number of people | Number of A Shares with voting rights represented | Percentage of the total number of A Shares with voting rights (%) | |
A Shares | 2 | 92,487,964 | 3.865244 | 46 | 1,597,322,470 | 66.755078 | 48 | 1,689,810,434 | 70.620322 |
Shareholders and authorised proxies holding an aggregate of 1,254,865,345 Shares carrying voting rights, being approximately 81.590648% of the total number of H Shares carrying voting rights of the Bank as at the date of the H Share Class Meeting, were present at the H Share Class Meeting. The details of attendance were set out in the table below:
Class | Attendance at the on-site meeting | Participation through online voting | Overall attendance | ||||||
Number of people | Number of H Shares with voting rights represented | Percentage of the total number of H Shares with voting rights (%) | Number of people | Number of H Shares with voting rights represented | Percentage of the total number of H Shares with voting rights (%) | Number of people | Number of H Shares with voting rights represented | Percentage of the total number of H Shares with voting rights (%) | |
H Shares | 2 | 1,254,865,345 | 81.590648 | - | - | - | 2 | 1,254,865,345 | 81.590648 |
The holding of the Meetings was in compliance with the Company Law of the PRC and the Articles of Association. The Meetings were 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 Meetings. 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 Meetings for the purpose of vote-taking.
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:
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1 | To consider and approve the resolution in relation to the proposal for rights issue of Bank of Qingdao Co., Ltd. | ||||||||
1.1 | Class and par value of the shares to be issued | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.2 | Issuance method | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.3 | Base, proportion and number of the rights issue | A Shares | 1,689,097,434 | 99.957806 | 712,800 | 0.042182 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,940,279 | 99.975811 | 712,800 | 0.024182 | 200 | 0.000007 | |||
1.4 | Pricing principle and price for the rights shares | A Shares | 1,689,097,434 | 99.957806 | 712,800 | 0.042182 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,940,279 | 99.975811 | 712,800 | 0.024182 | 200 | 0.000007 | |||
1.5 | Target subscribers for the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.6 | Distribution plan for accumulated undistributed profits prior to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.7 | Time of issuance | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.8 | Method of underwriting | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1.9 | Use of proceeds in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.10 | Validity period of the resolution in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
1.11 | Listing of the shares in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,981,479 | 99.977209 | 671,600 | 0.022784 | 200 | 0.000007 | |||
2 | To consider and approve the resolution in relation to the plan of Bank of Qingdao Co., Ltd. on public issuance of shares by the way of rights issue | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
3 | To consider and approve the resolution in relation to the authorization to the Board to deal with matters related to rights issue to be proposed in the general meeting | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
4 | To consider and approve the resolution in relation to the change in registered capital and the corresponding amendments to the relevant clauses in the Articles of Association upon the completion of rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
5 | To consider and approve the resolution in relation to the fulfillment of issue conditions of rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
6 | To consider and approve the resolution in relation to the report on the use of previously raised funds of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
7 | To consider and approve the resolution in relation to the report on the feasibility of use of proceeds from rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
8 | To consider and approve the resolution in relation to the risk reminder of and remedial measures for the dilution of current returns by rights issue to original shareholders of Bank of Qingdao Co., Ltd. and commitments by relevant entities | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 671,600 | 0.022784 | 3,200 | 0.000109 | |||
9 | To consider and approve the resolution in relation to the shareholders' return plan for the next three years (2021-2023) of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 660,600 | 0.039093 | 14,200 | 0.000840 | Passed |
H Shares | 1,257,842,845 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | |||
Total | 2,946,978,479 | 99.977107 | 660,600 | 0.022411 | 14,200 | 0.000482 |
Save as the above resolutions, the Bank has not received any proposal put forward by any Shareholders holding 3% or more of the total number of Shares carrying voting right of the Bank.
As at the record date of the meeting (i.e. 17 March 2021 for A Shares and 23 March 2021 for H Shares), 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 3,930,811,888 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 Shares 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.
POLL RESULTS OF THE A SHARE CLASS MEETING
The following resolutions were considered and approved by way of a combination of on-site and online voting at the A Share Class Meeting. The poll results in respect of the resolutions proposed at the A Share Class Meeting were as follows:
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1 | To consider and approve the resolution in relation to the proposal for rights issue of Bank of Qingdao Co., Ltd. | ||||||||
1.1 | Class and par value of the shares to be issued | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.2 | Issuance method | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.3 | Base, proportion and number of the rights issue | A Shares | 1,689,097,434 | 99.957806 | 712,800 | 0.042182 | 200 | 0.000012 | Passed |
1.4 | Pricing principle and price for the rights shares | A Shares | 1,689,097,434 | 99.957806 | 712,800 | 0.042182 | 200 | 0.000012 | Passed |
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1.5 | Target subscribers for the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.6 | Distribution plan for accumulated undistributed profits prior to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.7 | Time of issuance | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.8 | Method of underwriting | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.9 | Use of proceeds in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.10 | Validity period of the resolution in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
1.11 | Listing of the shares in relation to the rights issue | A Shares | 1,689,138,634 | 99.960244 | 671,600 | 0.039744 | 200 | 0.000012 | Passed |
2 | To consider and approve the resolution in relation to the plan of Bank of Qingdao Co., Ltd. on public issuance of shares by the way of rights issue | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
3 | To consider and approve the resolution in relation to the authorization to the Board to deal with matters related to rights issue to be proposed in the general meeting | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
4 | To consider and approve the resolution in relation to the change in registered capital and the corresponding amendments to the relevant clauses in the Articles of Association upon the completion of rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
5 | To consider and approve the resolution in relation to the fulfillment of issue conditions of rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
6 | To consider and approve the resolution in relation to the report on the feasibility of use of proceeds from rights issue of Bank of Qingdao Co., Ltd. | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
7 | To consider and approve the resolution in relation to the risk reminder of and remedial measures for the dilution of current returns by rights issue to original shareholders of Bank of Qingdao Co., Ltd. and commitments by relevant entities | A Shares | 1,689,135,634 | 99.960067 | 671,600 | 0.039744 | 3,200 | 0.000189 | Passed |
Save as the above resolutions, the Bank has not received any proposal put forward by any A Shareholders holding 3% or more of the A Shares carrying voting right of the Bank.
As at the record date of the meeting (i.e. 17 March 2021), the total number of issued A Shares of the Bank entitling the A Shareholders to attend the A Share Class Meeting was 2,746,655,020 Shares. Insofar as the Bank is aware, certain individual A Shareholders have pledged 50% or more of his/her equity interests in the Bank, the voting rights of such Shareholders at the A Share Class Meeting shall therefore be subject to restrictions pursuant to the Articles of Association. Accordingly, based on the Shareholders on the record date of the A Share Class Meeting, a total number of 2,392,810,439 A Shares entitled A Shareholders to vote on resolutions proposed at the A Share Class Meeting.
Save as disclosed above, there is no restriction by the Bank on any other A Shareholders casting votes on the proposed resolutions at the A Share Class Meeting. There was no A Shares entitling the A Shareholders to attend and vote only against the proposed resolutions at the A Share Class Meeting. 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 A Share Class Meeting.
POLL RESULTS OF THE H SHARE CLASS MEETING
The following resolutions were considered and approved by way of on-site voting at the H Share Class Meeting. The poll results in respect of the resolutions proposed at the H Share Class Meeting were as follows:
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1 | To consider and approve the resolution in relation to the proposal for rights issue of Bank of Qingdao Co., Ltd. | ||||||||
1.1 | Class and par value of the shares to be issued | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.2 | Issuance method | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.3 | Base, proportion and number of the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.4 | Pricing principle and price for the rights shares | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.5 | Target subscribers for the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
1.6 | Distribution plan for accumulated undistributed profits prior to the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.7 | Time of issuance | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.8 | Method of underwriting | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.9 | Use of proceeds in relation to the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.10 | Validity period of the resolution in relation to the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
1.11 | Listing of the shares in relation to the rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
2 | To consider and approve the resolution in relation to the plan of Bank of Qingdao Co., Ltd. on public issuance of shares by the way of rights issue | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
3 | To consider and approve the resolution in relation to the authorization to the Board to deal with matters related to rights issue to be proposed in the general meeting | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
Resolution No. | Name of resolutions | Type of Shareholders | For | Against | Abstained | Poll Results | |||
Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | Number of Shares | Percentage (%) | ||||
4 | To consider and approve the resolution in relation to the change in registered capital and the corresponding amendments to the relevant clauses in the Articles of Association upon the completion of rights issue of Bank of Qingdao Co., Ltd. | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
5 | To consider and approve the resolution in relation to the fulfillment of issue conditions of rights issue of Bank of Qingdao Co., Ltd. | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
6 | To consider and approve the resolution in relation to the report on the feasibility of use of proceeds from rights issue of Bank of Qingdao Co., Ltd. | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
7 | To consider and approve the resolution in relation to the risk reminder of and remedial measures for the dilution of current returns by rights issue to original shareholders of Bank of Qingdao Co., Ltd. and commitments by relevant entities | H Shares | 1,254,865,345 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | Passed |
Save as the above resolutions, the Bank has not received any proposal put forward by any H Shareholders holding 3% or more of the H Shares carrying voting right of the Bank.
As at the record date of the meeting (i.e. 23 March 2021), the total number of issued H Shares of the Bank entitling the H Shareholders to attend the H Share Class Meeting was 1,763,034,980 Shares. Insofar as the Bank is aware, certain individual H Shareholders have pledged 50% or more of his/her equity interests in the Bank, the voting rights of such Shareholders at the H Share Class Meeting shall therefore be subject to restrictions pursuant to the Articles of Association. Accordingly, based on the Shareholders on the record date of the H Share Class Meeting, a total number of 1,538,001,449 H Shares entitled H Shareholders to vote on resolutions proposed at the H Share Class Meeting.
Save as disclosed above, there is no restriction by the Bank on any other H Shareholders casting votes on the proposed resolutions at the H Share Class Meeting. There was no H Shares entitling the H Shareholders to attend and vote only against the proposed resolutions at the H Share Class Meeting. 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 H Share Class Meeting.
WITNESSING BY LAWYERS
Huang Xiaoxue and Zhang Yuanyuan, attorneys from King & Wood Mallesons (Beijing), witnessed the Meetings and issued a legal opinion certifying that the procedures for convening and holding the Meetings, the qualifications of attendees and the convener and the voting procedures of the Meetings 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 Meetings are lawful and valid.
APPROVAL FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Meetings have approved to amend the relevant clauses in the Articles of Association upon the completion of the Rights Issue based on the issuance results of the Rights Issue and the adjustment of the Bank's registered capital. The revised Articles of Association shall take effect and be implemented upon the completion of the Rights Issue and the approval from the regulatory authorities of the banking industry in China.
The proposal for Rights Issue is conditional upon the fulfilment of certain conditions. If the conditions are not fulfilled, the Rights Issue will not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares.
By order of the Board Bank of Qingdao Co., Ltd.*
Guo Shaoquan
Chairman
Qingdao, Shandong Province, the PRC
26 March 2021
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 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 and/or deposit-taking business in Hong Kong.
Attachments
- Original document
- Permalink
Disclaimer
Bank of Qingdao Co. Ltd. published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 15:22:07 UTC.