THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in ( ), you should at once hand this circular to the purchaser or transferee or to the bank or licensed securities dealer 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 limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 998) APPOINTMENTS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2013 A letter from the Board is set out on pages 2 to 5 of this circular. A notice of the Third EGM of 2013 to be held at 9:30 a.m. on Tuesday, 17 December 2013 at the Conference Room, 16 th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC is set out on pages 6 to 7 of this circular. A proxy form and reply slip for use at the Third EGM of 2013 are enclosed and are also published on the websites of the Hong Kong Stock Exchange ( and the Bank ( respectively. If you intend to appoint a proxy to attend the Third EGM of 2013, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Third EGM of 2013 or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the Third EGM of 2013 and voting in person if you so wish. Shareholders who intend to attend the meetings in person or by proxy should complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Wednesday, 27 November November 2013

2 CONTENTS Page DEFINITIONS 1 LETTER FROM THE BOARD... 2 NOTICE OF THE THIRD EGM OF

3 DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: Bank, we or us Board or Board of Directors Director(s) Third EGM of 2013 Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange ( ), a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 998) and the Shanghai Stock Exchange (stock code: ), respectively, and, unless the text requires otherwise, including all its subsidiaries the board of directors of the Bank director(s) of the Bank the third extraordinary general meeting of the Bank to be held at 9:30 a.m. on Tuesday, 17 December 2013 at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited The Stock Exchange of Hong Kong Limited H Share(s) ordinary share(s) of the Bank, with a normal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars PRC or China RMB Shares Shareholder(s) the People s Republic of China, but for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC the ordinary share(s) of RMB1.00 each in the share capital of the Bank the holders of the bank s Share(s) 1

4 LETTER FROM THE BOARD (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 998) Executive Director: Dr. Zhu Xiaohuang (President) Non-executive Directors: Mr. Chang Zhenming (Chairman of the Board) Dr. Chen Xiaoxian (First Vice-Chairman) Mr. Dou Jianzhong Mr. Guo Ketong Mr. Zhang Xiaowei Mr. Ángel Cano Fernández Mr. Gonzalo José Toraño Vallina Independent non-executive Directors: Mr. Li Zheping Dr. Xing Tiancai Ms. Liu Shulan Ms. Wu Xiaoqing Mr. Wong Luen Cheung Andrew To the Shareholders Registered Office: Block C, Fuhua Mansion, No.8ChaoyangmenBeidajie, Dongcheng District, Beijing , the PRC Place of Business in Hong Kong: Level 54, Hopewell Centre, 183 Queen s Road East, Hong Kong 1 November 2013 Dear Sir or Madam, APPOINTMENTS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF

5 LETTER FROM THE BOARD INTRODUCTION The purposes of this circular are, among other matters, to provide the Shareholders with notice of the Third EGM of 2013, which is set out on pages 6 to 7 of this circular, and to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions on appointments of Mr. Sun Deshun ( Mr. Sun ) and Ms. Li Qingping ( Ms. Li ) as an executive director and a non-executive director of the Bank respectively at the Third EGM of APPOINTMENTS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR Ordinary resolutions will be proposed at the Third EGM of 2013 to consider and approve the appointments of Mr. Sun and Ms. Li as an executive director and a nonexecutive director, respectively. The particulars of Mr. Sun are set out below: Mr. Sun, was born in 1958, holds Chinese nationality. Mr. Sun joined the Bank in October 2011 and serves as vice president of the Bank currently. Prior to that, Mr. Sun served in the Bank of Communications of China ( BOCC ) as vice president of BOCC s Beijing management department and concurrently president of the BOCC Beijing branch from January 2010 to October 2011, and president of the BOCC Beijing branch from December 2005 to December Mr. Sun worked consecutively in Haidian office, Haidian sub-branch, Beijing branch and head office data center (Beijing) of Industrial and Commercial Bank of China ( ICBC ) from May 1984 to November 2005, holding various positions including assistant president and vice president of ICBC Beijing branch from December 1995 to November 2005, and general manager of the ICBC s head office data center (Beijing) from January 1999 to April Mr. Sun worked in the People s Bank of China from April 1981 to May Mr. Sun has 32 years experience in China s banking industry. He graduated from Dongbei University of Finance and Economics with a master s degree in economics. The particulars of Ms. Li are set out below: Ms. Li, was born in 1962, holds Chinese nationality and serves as deputy general manager and Communist Party of China ( CPC ) committee member of CITIC Limited currently. Prior to that, Ms. Li served successively as office clerk, deputy division chief, division chief, deputy general manager and general manager of international business department of the Head Office of Agricultural Bank of China Limited ( ABC ) from August 1984 to January 2007, CPC party secretary and president of Guangxi branch of ABC from January 2007 to December 2008, director of retail business and general manager of personal business department and personal credit business department of ABC from January 2009 to May 2009, and director of retail business department and general manager of personal finance department of the Head Office of ABC from May 2009 to September Ms. Li has over 29 years experience in China s banking industry, and has a deep understanding over international business and retail business. Ms. Li graduated from Nankai University, majored in international finance and obtained a master s degree in economics. She is a senior economist. 3

6 LETTER FROM THE BOARD The Board has approved the nominations of Mr. Sun and Ms. Li as an executive director and a non-executive director of the Bank, respectively. Their respective term of office will be from the date of approval by the China Banking Regulatory Commission to the expiry date of the term of office of the third session of the Board and Mr. Sun and Ms. Li can be re-appointed after expiry of their initial terms of office. Mr. Sun will not receive any director s fee from the Bank during his term as an executive director of the Bank except that he will receive remuneration from the Bank based on his position with the Bank, including basic salary, bonus, allowance, subsidy, employee welfare and insurance, housing fund and annuity. Ms Li will not receive any director's fee or salary from the Bank during her term as a non-executive director of the Bank. Each of Mr. Sun and Ms. Li will enter into a director service contract with the Bank after their respective appointment becomes effective. Each of Mr. Sun and Ms. Li has confirmed that, save as disclosed above, (1) he/she does not hold any position with the Bank or any of its subsidiaries and has not been a director or supervisor in any other listed companies in the past three years; (2) he/she is not connected with any directors, supervisors, senior management or substantial or controlling shareholders of the Bank or any of its subsidiaries; and (3) he/she does not have any interest in any shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong as at the date of this circular. In addition, Mr. Sun and Ms. Li has confirmed respectively that there is no other information in respect of his/her appointment that is discloseable pursuant to Rules (2)(h) to (v) of the Hong Kong Listing Rules, and there is no other matter that needs to be brought to the attention of the shareholders of the Bank. THE THIRD EGM OF 2013 A notice convening the Third EGM of 2013 to be held at 9:30 a.m. on Tuesday, 17 December 2013, is set out on pages 6 to 7 of this circular. No Shareholder is required to abstain from voting in respect of the ordinary resolutions to be proposed at the Third EGM of In order to determine the Shareholders who are entitled to attend the Third EGM of 2013, the Bank s register of H Shareholders will be closed from Sunday, 17 November 2013 to Tuesday, 17 December 2013 (both days inclusive) during which period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the Bank s register of members on Tuesday, 17 December 2013 are entitled to attend and vote at the meeting. In order to qualify to attend and vote at the Third EGM of 2013, holders of H Shares whose transfers have not been registered must deposit the transfer documents together with the relevant share certificates at the office of the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 15 November A proxy form and reply slip for use at the Third EGM of 2013 are enclosed and are also published on the websites of the Hong Kong Stock Exchange ( and the Bank( respectively. If you 4

7 LETTER FROM THE BOARD intend to appoint a proxy to attend the Third EGM of 2013, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Third EGM of 2013 or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the Third EGM of 2013 and voting in person if you so wish. Shareholders who intend to attend the meeting in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Wednesday, 27 November PROCEDURES FOR VOTING AT THE THIRD EGM OF 2013 According to Rule 13.39(4) of the Hong Kong Listing Rules, the vote of Shareholders at the Third EGM of 2013 will be taken by poll. RECOMMENDATION The Directors believe that the ordinary resolutions mentioned above are in the interests of the Bank and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the ordinary resolutions to approve the appointments of Mr. Sun and Ms. Li as an executive director and a non-executive director of the Bank respectively at the Third EGM of Beijing, the PRC 1 November 2013 By order of the Board of Chang Zhenming Chairman 5

8 NOTICE OF THE THIRD EGM OF 2013 (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 998) NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2013 NOTICE IS HEREBY GIVEN that the third extraordinary general meeting of 2013 (the Third EGM of 2013 ) of (the Bank ) will be held at 9:30 a.m. on Tuesday, 17 December 2013 at the Conference Room, 16/F, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People s Republic of China to consider and, if thought fit, to approve the following ordinary resolutions: 1. To consider and approve the appointment of Ms. Li Qingping as a non-executive director of the Bank; and 2. To consider and approve the appointment of Mr. Sun Deshun as an executive director of the Bank. By order of the Board of Chang Zhenming Chairman Beijing, the PRC 1 November 2013 Notes: 1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE THIRD EGM OF 2013 Holders of H Shares are advised that the share register for H Shares will be closed from Sunday, 17 November 2013 to Tuesday, 17 December 2013 (both days inclusive). The Shareholders whose names appear on the register of members of the Bank on Tuesday, 17 December 2013 are entitled to attend and vote at the Third EGM of Holders of H Shares 6

9 NOTICE OF THE THIRD EGM OF 2013 who wish to attend the Third EGM of 2013 but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 15 November PROXY Shareholders entitled to attend and vote at the Third EGM of 2013 may appoint one or more proxies to attend and vote in their stand. A proxy need not be a Shareholder of the Bank. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorisations document must be notarized. For holders of H Shares, the proxy form together with the power of attorney or other authorization document (if any) must be lodged at the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong in person or by post not less than 24 hours before the time fixed for holding the Third EGM of 2013 or any adjournment thereof (as the case may be). Shareholders can still attend and vote at the Third EGM of 2013 upon completion and return of the proxy form. 3. REPLY SLIP Holders of H Shares who intend to attend the Third EGM of 2013 in person or by proxy should return the reply slip to the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong on or before Wednesday, 27 November CONTACT DETAILS OF THE BANK Contact Address: Block C, Fuhua Mansion, 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People s Republic of China. Postcode: Contact Person: TANG Yiyu, JIANG Xiuliang Contact Telephone: (86 10) Contact Fax: (86 10) PROCEDURES FOR VOTING AT THE THIRD EGM OF 2013 According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. 6. OTHER BUSINESS Shareholders (in person or by proxy) attending the Third EGM of 2013 are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the Third EGM of 2013 shall produce their identity documents. 7