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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Chongqing Rural Commercial Bank Co., Ltd.    3618   CNE100000X44

CHONGQING RURAL COMMERCIAL BANK CO., LTD

(3618)
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Chongqing Rural Commercial Bank : Articles of Association of Chongqing Rural Commercial Bank Co., Ltd.

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10/27/2019 | 06:57pm EDT

*

Chongqing Rural Commercial Bank Co., Ltd.*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3618)

Articles of Association of

Chongqing Rural Commercial Bank Co., Ltd.

(It was passed at the establishment ceremony & the First General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on June 2, 2008, and approved by banking regulatory agency on June 25, 2008; it was passed at the 2010 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on February 22, 2010 and approved by banking regulatory agency on April 12, 2010; it was authorized to be amended in accordance with the related resolution of the 2010 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on April 29, 2010, and approved by banking regulatory agency on August 3, 2010; it was authorized to be amended in accordance with the related resolution of the 2010 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. and the results of issued shares on December 1, 2011, and approved by banking regulatory agency on January 19, 2012; it was passed at the 2011 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on December 12, 2011, and approved by banking regulatory agency on June 14, 2012; it was passed at the 2013 Annual General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on May 30, 2014, and approved by banking regulatory agency on July 31, 2014; it was passed at the 2015 Annual General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on June 17, 2016, and approved by banking regulatory agency on September 13, 2016; it was passed at the 2017 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on December 11, 2017; it was passed at the 2018 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. on September 21, 2018; it was authorized to be amended in accordance with the related resolution of the 2018 First Extraordinary General Meeting of Chongqing Rural Commercial Bank Co., Ltd. and regulatory opinions on November 16, 2018, it shall take effect from the date of the Initial Public Offering of ordinary shares in PRC of the Bank and listing on the Shanghai Stock Exchange.)

CONTENTS

Chapter 1

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Chapter 2

Purpose and Scope of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Chapter 3

Shares and Registered Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Chapter 4

Capital Reduction and Share Repurchase . . . . . . . . . . . . . . . . . . . . . . .

9

Chapter 5

Financial Assistance for Purchase of the Shares . . . . . . . . . . . . . . . . . .

12

Chapter 6

Shares and Register of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Chapter 7

Rights and Obligations of Shareholders . . . . . . . . . . . . . . . . . . . . . . . .

17

Chapter 8

General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

Section 1

General Provisions of General Meeting of Shareholders . . . . . . . . . .

24

Section 2

Convening of General Meeting of Shareholders . . . . . . . . . . . . . . . .

27

Section 3

Proposals and Notices of General Meeting of Shareholders . . . . . . . .

29

Section 4

Holding of General Meeting of Shareholders . . . . . . . . . . . . . . . . .

33

Section 5

Voting and Resolution of General Meeting of Shareholders . . . . . . . .

37

Chapter 9

Special Voting Procedures for Class Shareholders . . . . . . . . . . . . . . . . .

41

Chapter 10

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

44

Section 1

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

44

Section 2

Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47

Section 3

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

Section 4

Special Committees of the Board of Directors . . . . . . . . . . . . . . . . .

61

Chapter 11

Secretary of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63

Chapter 12

Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64

Chapter 13

General Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67

Chapter 14

Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68

Section 1

Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68

Section 2

Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

69

Section 3

Resolution of the Board of Supervisors . . . . . . . . . . . . . . . . . . . . .

74

Chapter 15

Qualifications and Obligations of Directors, Supervisors, Governors and

Other Senior Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

77

Chapter 16

Party Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85

Chapter 17

Financial Accounting System, and Profit Distribution and Audit . . . . . . .

88

Chapter 18

Appointment of an Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . .

93

Chapter 19

Merger or Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

96

Chapter 20

Dissolution and Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97

Chapter 21

Amendment of Articles of Association . . . . . . . . . . . . . . . . . . . . . . . .

100

Chapter 22

Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100

Chapter 23

Dispute Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103

Chapter 24

Supplementary Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103

- 2 -

CHAPTER 1 GENERAL PROVISIONS

Article 1 The Articles of Association are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Law of the People's Republic of China on Commercial Banks" (hereinafter referred to as the "Commercial Bank Law"), the "Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies", the "Essential Terms of Articles of Association for Companies Listed Overseas", the "Guidance for the Articles of Association of Listed Companies", relevant requirements of the Communist Party of China (hereinafter referred to as the "CPC") and other relevant laws and regulations, with an aim to protect the legitimate rights and interests of Chongqing Rural Commercial Bank Co., Ltd. (hereinafter referred to as the "Bank"), and its shareholders and creditors, and to standardize the organization and activities of the Bank, as well as to preserve and increase the value of state-owned assets.

In accordance with the Company Law and the "Constitution of the Communist Party of China", the Bank shall establish a committee for the Communist Party of China and a discipline inspection committee to carry out CPC activities. Party organization is an organic composition of the corporate governance structure of the Bank. The Bank insists on simultaneous planning of Party construction and production operations, simultaneous establishment of party organisations and working organs, simultaneous allocation of person-in charge of the Party organization and staff for Party affairs as well as simultaneous proceeding of work, so as to make clear the duties and manner of work of the Party organization in respect of decision-making, implementation and supervision, to allow docking between mechanisms, between systems, between regimes and between work, and to promote the Party organization to play a leading role in an organized, institutionalized and concrete way.

Article 2 The Bank is a joint stock limited company incorporated in accordance with the Company Law, the Commercial Bank Law and other relevant provisions. The Bank was established by way of a merger on June 27, 2008, with the Approval of the Establishment of Chongqing Rural Commercial Bank Co., Ltd. (Yin Jian Fu [2008] No.224) granted by the China Banking Regulatory Commission. The Bank was registered with the Chongqing Administration for Industry & Commerce, and obtained its business license on the same day, with its unified social credit code: 91500000676129728J.

Article 3 The registered name of the Bank is: 重慶農村商業銀行股份有限公司; The shortened name is: 重慶農村商業銀行;

The English name is: Chongqing Rural Commercial Bank Co., Ltd.

The shortened name is: Chongqing Rural Commercial Bank

Article 4 Domicile of the Bank: No. 36 Jinshamen Road, Jiangbei District, Chongqing, the PRC Postal code: 400023

Telephone: 86-23-61110682

Facsimile: 86-23-61116111

Article 5 The Bank is a perpetual joint stock limited company.

- 3 -

Article 6 The legal representative of the Bank shall be the Chairman of the Bank.

Article 7 The entire capital of the Bank is divided into shares of equal par value. Shareholder liabilities to the Company shall be limited to their respective shareholdings in the Company whereas the Bank's liabilities shall be limited to the total amount of its assets.

Article 8 Upon passing at the General Meeting of the Bank and being approved by banking regulatory agency, the Articles of Association shall take effect from the date of the Initial Public Offering of ordinary shares in PRC of the Bank and listing on the Shanghai Stock Exchange. From the effective date of these Articles of Association, the original articles of association shall expire automatically.

From the effective date, the Articles of Association shall become a legally binding document which regulates the organization and acts of the Bank, and defines the rights and obligations between the Bank and its shareholders and among the shareholders.

Article 9 The Articles of Association shall be binding on the Bank, its shareholders, directors, supervisors, governors and other senior managers. All persons mentioned above may have the rights to claim on the matters regarding the Bank pursuant to the Bank's Articles of Association.

The Articles of Association of the Bank may be used by the Bank's shareholders to institute legal proceedings against the Bank, or by the Banks against its shareholders, directors, supervisors, governors and other senior managers, or by its shareholders against other shareholders, or by its shareholders against directors, supervisors, governors and other senior managers.

The other senior managers referred to in the Articles of the Bank, are the deputy governors of the Bank, the secretary of the Board, the heads of finance department, the heads of internal audit department, the heads of compliance department, heads of business department, and branch & sub- branch presidents, as well as other senior managers recognized by banking regulatory agency.

The senior managers referred to the Articles of the Bank, are the governor of the Bank and the other senior managers defined in the preceding paragraph. Senior management of the Bank consists of the governor of the head office, the deputy governors, the secretary of the Board, the person in charge of finance, and other senior managers recognized by banking regulatory agency.

The legal proceedings referred to in the preceding paragraph shall include legal proceedings instituted in courts or the application to arbitration institutions for arbitration.

Article 10 The Bank may lawfully invest in other limited liability companies, or other joint stock limited companies, and shall assume liability to the extent of its investment in such companies. Based on its business development needs and with the approval of the banking regulatory institution, the Bank may establish branches inside and outside its registration region.

- 4 -

The Bank adopts the management system of "delegated operation, unified accounting, classified assessment, and unified process". Each branch is not an independent legal person, and each branch performs business activities within the authorization of the head office.

Article 11 The Bank may establish special committees and internal management organizations in accordance with the needs of its business management.

Article 12 The decision-making level including the Party committee, the Board and senior management shall follow respective terms of reference and rules of procedures, adhere to the principle of collective decision-making for Major decision-making matters, Major recruitment or dismissal, Major project arrangement, and Significant capital operation (hereinafter referred to as "Three Major and One Significant" matters), collectively discuss and determine "Three Major and One Significant" matters to prevent individuals and a few persons from being arbitrary. They should adhere to being pragmatic and efficient, ensure the scientific nature of decision-making, and ensure legal compliance of decisions.

The Board of Supervisors and discipline inspection committee of the Bank shall comply with the requirements of the Articles of Association, supervise the implementation of "Three Major and One Significant" Decision-making System of the Bank and establish the effective supervision system.

CHAPTER 2 PURPOSE AND SCOPE OF BUSINESS

Article 13 The business purpose of the Bank is: by conducting the legitimate, compliant, sound market-oriented operations, to provide high-quality and efficient financial services for "Three Rural" and the balanced urban and rural development, and to strive to create good economic benefits. The Bank shall work under the business principle of security, mobility, and efficiency, in order to achieve the goal of "full autonomy, self-risk bearing, self-financing and self-restraint".

Article 14 The Bank shall assign during every financial year a certain proportion of new loans to support the development of the "Three Rural", and specific percentage shall be determined at the general meeting of shareholders according to the structural conditions of local rural industry.

Article 15 As approved by the banking regulatory authority and other regulatory institutions, and the Bank's registration authority, the business scope of the Bank is: acceptance of deposits from the public; issuance of short, medium and long-term loans; domestic settlement, bills acceptance and discounting, agency issuance and agency cashing, underwriting of government bonds, trading of government bonds and financial bonds, interbank lending, bank card business, agency receipt and payment, safekeeping service, and other business approved by the banking regulatory institution.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Chongqing Rural Commercial Bank Co. Ltd. published this content on 28 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2019 23:56:03 UTC

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P/E ratio 2021 2,71x
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