CHINA GALAXY SECURITIES CO., LTD. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your Shares in China Galaxy Securities Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip of the Annual General Meeting to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)
REPORT OF THE BOARD OF DIRECTORS FOR 2020
REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
ANNUAL REPORT FOR 2020
FINAL ACCOUNTS PLAN FOR 2020
PROFIT DISTRIBUTION PLAN FOR 2020
CAPITAL EXPENDITURE BUDGET FOR 2021
APPOINTMENT OF THE EXTERNAL AUDITORS
OF THE COMPANY FOR 2021
REMUNERATION PLANS FOR MR. CHEN GONGYAN
AND MS. CHEN JING FOR 2019
AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
OTHER INTERNAL POLICIES
GENERAL MANDATE TO ISSUE SHARES
ELECTION OF NON-EMPLOYEE REPRESENTATIVE DIRECTORS OF THE
FOURTH SESSION OF THE BOARD
ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS OF THE
FOURTH SESSION OF THE SUPERVISORY COMMITTEE
DUTY REPORT OF THE INDEPENDENT DIRECTORS FOR 2020
AND
NOTICE OF ANNUAL GENERAL MEETING AND
NOTICE OF H SHARE CLASS MEETING
The AGM, the A Share Class Meeting and the H Share Class Meeting of China Galaxy Securities Co., Ltd. will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC, on Tuesday, 29 June 2021 at 10:00 a.m., at 10:40 a.m. or immediately after the conclusion of the AGM or any adjournment thereof (whichever is the later), and at 11:00 a.m. or immediately after the conclusion of the A Share Class Meeting or any adjournment thereof (whichever is the later), respectively. The notices convening the AGM and the H Share Class Meeting are set out on pages 18 to 24 of this circular.
If you intend to appoint a proxy to attend the AGM and/or the H Share Class Meeting, please complete the enclosed forms of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors of the Company (for A Shareholders) not less than 24 hours before the time appointed for holding the meetings or any adjournment thereof in person or by post. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the meetings or any adjournment thereof if you so wish.
If you intend to attend the AGM and/or the H Share Class Meeting in person or by proxy, please complete the enclosed reply slips and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors of the Company (for A Shareholders) on or before Tuesday, 8 June 2021.
14 May 2021
CONTENTS | |||
Page | |||
DEFINITIONS . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 18 | ||
NOTICE OF H SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 23 | ||
APPENDIX I | - | REPORT OF THE BOARD OF DIRECTORS FOR 2020 . . . | 25 |
APPENDIX II | - | REPORT OF THE SUPERVISORY COMMITTEE | |
FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 42 | ||
APPENDIX III | - | PROPOSED AMENDMENTS TO THE ARTICLES OF | |
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 51 | ||
APPENDIX IV | - | PROPOSED AMENDMENTS TO THE PROCEDURAL | |
RULES OF THE SHAREHOLDERS' | |||
GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . | 135 | ||
APPENDIX V | - | PROPOSED AMENDMENTS TO THE PROCEDURAL | |
RULES OF THE BOARD OF DIRECTORS . . . . . . . . . . . | 150 | ||
APPENDIX VI | - | PROPOSED AMENDMENTS TO THE PROCEDURAL | |
RULES OF THE SUPERVISORY COMMITTEE . . . . . . . | 158 | ||
APPENDIX VII | - | PROPOSED AMENDMENTS TO THE WORKING | |
RULES FOR INDEPENDENT DIRECTORS. . . . . . . . . . . | 168 | ||
APPENDIX VIII - | PROPOSED AMENDMENTS TO THE ADMINISTRATIVE | ||
MEASURES FOR CONNECTED TRANSACTIONS. . . . . | 171 | ||
APPENDIX IX | - | PROPOSED AMENDMENTS TO THE ADMINISTRATIVE | |
MEASURES FOR EXTERNAL INVESTMENT . . . . . . . . | 172 | ||
APPENDIX X | - | PROPOSED AMENDMENTS TO THE ADMINISTRATIVE | |
MEASURES FOR PROVISION OF GUARANTEES | |||
TO THIRD PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 173 | ||
APPENDIX XI | - | BIOGRAPHICAL DETAILS OF CANDIDATES | |
FOR NON-EMPLOYEE REPRESENTATIVE | |||
DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 174 | ||
APPENDIX XII | - | BIOGRAPHICAL DETAILS OF CANDIDATES | |
FOR NON-EMPLOYEE REPRESENTATIVE | |||
SUPERVISORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 180 | ||
APPENDIX XIII - | DUTY REPORT OF THE INDEPENDENT | ||
DIRECTORS FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . | 182 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"A Share(s)" | domestic share(s) in the share capital of the Company |
with a nominal value of RMB1.00 each, which is (are) | |
listed on the Shanghai Stock Exchange and traded in | |
RMB | |
"A Share Class Meeting" | the first A Share class meeting for 2021 of the |
Company to be held at Conference Room M1919, | |
Qinghai Finance Building, Building No. 1, No. 8 | |
Xiying Street, Fengtai District, Beijing, the PRC on | |
Tuesday, 29 June 2021 at 10:40 a.m. or immediately | |
after the conclusion of the AGM or any adjournment | |
thereof (whichever is the later) | |
"A Shareholder(s)" | holder(s) of A Shares |
"AGM" or "Annual General | the annual general meeting of the Company to be held |
Meeting" | at Conference Room M1919, Qinghai Finance Building, |
Building No. 1, No. 8 Xiying Street, Fengtai District, | |
Beijing, the PRC on Tuesday, 29 June 2021 at 10:00 | |
a.m. | |
"Articles of Association" | the articles of association of the Company, as amended |
from time to time | |
"Board" or "Board of Directors" | the board of Directors of the Company |
"CIC" | China Investment Corporation Limited（中國投資有限責 |
任公司）, a company incorporated in the PRC with | |
limited liability, the parent company of Huijin | |
"Company" | China Galaxy Securities Co., Ltd., a joint stock |
company with limited liability incorporated in the PRC | |
on 26 January 2007, whose H Shares are listed on the | |
Stock Exchange (Stock Code: 6881) and A Shares are | |
listed on the SSE (Stock Code: 601881) | |
"CSRC" | China Securities Regulatory Commission |
"Director(s)" | the director(s) of the Company |
"Galaxy Capital" | Galaxy Capital Management Company Limited（銀河創 |
新資本管理有限公司）, a company incorporated in the | |
PRC with limited liability, a wholly-owned subsidiary | |
of the Company |
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DEFINITIONS | |
"Galaxy Financial Holdings" | China Galaxy Financial Holdings Company Limited |
（中國銀河金融控股有限責任公司）, a company incorporated | |
in the PRC with limited liability, the controlling | |
Shareholder of the Company | |
"Galaxy Futures" | Galaxy Futures Company Limited（銀河期貨有限公司）, a |
company incorporated in the PRC with limited liability, | |
a wholly-owned subsidiary of the Company | |
"Galaxy International Holdings" | China Galaxy International Financial Holdings |
Company Limited （中國銀河國際金融控股有限公司）, a | |
company incorporated in Hong Kong with limited | |
liability, a wholly-owned subsidiary of the Company | |
"Galaxy Jinhui" | Galaxy Jinhui Securities Assets Management Co., Ltd. |
（銀河金匯證券資產管理有限公司）, a company incorporated | |
in the PRC with limited liability, a wholly-owned | |
subsidiary of the Company | |
"Galaxy Yuanhui" | Galaxy Yuanhui Investment Co., Ltd（. 銀河源匯投資有限 |
公司）, a company incorporated in the PRC with limited | |
liability, a wholly-owned subsidiary of the Company | |
"Group" | the Company and its subsidiaries |
"H Share(s)" | overseas listed foreign share(s) in the share capital of |
the Company with a nominal value of RMB1.00 each, | |
which is (are) listed on the Stock Exchange and traded | |
in HK dollars | |
"H Shareholder(s)" | holder(s) of H Shares |
"H Share Class Meeting" | the first H Share class meeting for 2021 of the |
Company to be held at Conference Room M1919, | |
Qinghai Finance Building, Building No. 1, No. 8 | |
Xiying Street, Fengtai District, Beijing, the PRC on | |
Tuesday, 29 June 2021 at 11:00 a.m. or immediately | |
after the conclusion of the A Share Class Meeting or | |
any adjournment thereof (whichever is the later) | |
"HK$" or "HK dollars" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC |
- 2 -
DEFINITIONS | |
"Huijin" | Central Huijin Investment Ltd.（中央匯金投資有限責任公 |
司）, a company incorporated in the PRC with limited | |
liability, which holds an equity interest of 69.07% of | |
Galaxy Financial Holdings | |
"Independent Director(s)" or | independent non-executive director(s) of the Company |
"Independent Non-executive | |
Director(s)" | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
Stock Exchange, as amended from time to time | |
"MOF" | the Ministry of Finance of the PRC |
"PRC" or "China" | the People's Republic of China, but for the purposes of |
this circular only, excluding Hong Kong, Macau | |
Special Administrative Region and Taiwan region | |
"RMB" or "Renminbi" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of |
the Laws of Hong Kong) | |
"Share(s)" | ordinary share(s) of the Company, including A Share(s) |
and H Share(s) | |
"Shareholder(s)" | holder(s) of the Share(s) |
"SSE" | the Shanghai Stock Exchange |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supervisor(s)" | the supervisor(s) of the Company |
"Supervisory Committee" | the supervisory committee of the Company |
In case of any discrepancy between the English and Chinese versions of this circular, the Chinese version shall prevail.
- 3 -
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China Galaxy Securities Co. Ltd. published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2021 17:49:04 UTC.
