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China Everbright Bank Company Limited
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 6818)
ANNOUNCEMENT ON THE RESOLUTIONS PASSED
AT THE 2021 FIRST EXTRAORDINARY GENERAL MEETING
Reference is made to the circular of China Everbright Bank Company Limited (the "Company") dated 4 March 2021 (the "Circular"). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular.
I. CONVENING AND ATTENDANCE OF THE 2021 FIRST EXTRAORDINARY
GENERAL MEETING (THE "GENERAL MEETING") OF CHINA EVERBRIGHT BANK COMPANY LIMITED
(i) Date of the meeting: 25 March 2021
(ii) Venue of the meeting: the conference room on 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing
(iii) Attendance of holders of ordinary shares and their shareholdings:
1. Number of shareholders and proxies attending the meeting 36
of which: A shares 33
H shares 3
2. Total number of voting shares held by the attending shareholders 37,379,247,220
of which: A shares 27,380,309,200
H shares 9,998,938,020
3. Percentage of voting shares held by the attending shareholders as 69.1799 compared with the total number of voting shares of the Company
(%)
of which: A shares 50.6743
H shares 18.5056
(iv) Whether the voting methods were in compliance with the requirements of the Company Law and the Articles of Association, the information on the Chairman of the meeting and other details
The General Meeting adopted both onsite voting and online voting (for holders of A shares) and was held in compliance with the requirements of laws and regulations, including the Company Law, Hong Kong Listing Rules and the Articles of Association.
The General Meeting was convened by the Board of the Company, and Li Xiaopeng, Chairman of the Board, chaired the meeting.
(v) Attendance of Directors, Supervisors and secretary to the Board of the Company
1. The Company has 14 Directors and 11 of them attended the meeting. Yu Chunling, Xu Hongcai and Feng Lun, who are all Directors, were unable to attend the meeting due to other engagements;
2. The Company has 8 Supervisors and 4 of them attended the meeting. Yin Lianchen, Wu Junhao, Wu Gaolian and Wang Zhe, who are all Supervisors, were unable to attend the meeting due to other engagements;
3. Li Jiayan, the secretary to the Board of the Company, attended the General Meeting and some senior management members were also present at the General Meeting.
(vi) The total number of shares of the Company entitling the holders thereof to attend and vote in respect of the resolutions at the General Meeting was 54,031,909,774 shares. None of the shareholders of the Company was required to abstain from voting on the resolutions proposed at the meeting. The Company was not aware of any person indicating his or her intention to vote against any resolutions proposed at the meeting. None of the shareholders of the Company who were entitled to attend the meeting shall abstain from voting in favour of any resolutions according to Rule 13.40 of the Hong Kong Listing Rules.
(vii) Shareholder representatives and supervisor representatives of the Company, lawyers of Beijing Jun He Law Offices and Computershare Hong Kong Investor Services Limited, the Company's H share registrar, were responsible for scrutinizing and counting votes at the meeting.
II. VOTING RESULTS OF THE RESOLUTIONS AT THE GENERAL MEETING
Ordinary Resolutions:
1. Resolution: The Resolution on Election of Mr. Han Fuling as an Independent Non-executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
Voting result: Passed
Poll Results:
For
Against
Abstained
A shares H shares
Total ordinary shares:
27,371,932,025 9,979,256,812 37,351,188,837
99.9694 99.8032 99.9249
8,376,875 19,681,208 28,058,083
0.0305 0.1968 0.0750
300 0 300
0.0001 0.0000 0.0001
2. Resolution: The Resolution on Election of Mr. Liu Shiping as an Independent Non-executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
Voting result: Passed
Poll Results:
For
Against
Abstained
A shares H shares
Total ordinary shares:
27,375,674,200 9,986,693,805 37,362,368,005
99.9830 99.8775 99.9548
4,634,700 12,244,215 16,878,915
0.0169 0.1225 0.0451
300 0 300
0.0001 0.0000 0.0001
3. Resolution: The Resolution on Election of Mr. Lu Hong as a Shareholder Supervisor of the Eighth Session of the Board of Supervisors of China Everbright Bank Company Limited
Voting result: Passed
Poll Results:
For
Against
Abstained
A shares H shares
Total ordinary shares:
27,379,030,300 9,992,112,020 37,371,142,320
99.9953 99.9317 99.9783
1,278,600 6,344,000 7,622,600
0.0046 0.0634 0.0204
300 482,000 482,300
0.0001 0.0049 0.0013
The resolutions numbered 1 to 3 above were passed as ordinary resolutions, the voting of which was passed by more than 1/2 of the total shares carrying voting rights held by attending shareholders or their proxies.
Special Resolution:
1. Resolution: The Resolution on Change of Registered Capital of China Everbright Bank Company Limited
Voting result: Passed
Poll Results:
For
Against
Abstained
A shares H shares
Total ordinary shares:
27,379,030,100 9,992,594,020 37,371,624,120
99.9953 99.9366 99.9796
1,278,900 6,344,000 7,622,900
0.0046 0.0634 0.0203
200 0 200
0.0001 0.0000 0.0001
The resolution was passed as a special resolution, the voting of which was passed by more than 2/3 of the total shares carrying voting rights held by attending shareholders or their proxies.
III. ATTESTATION BY LAWYERS
1. The law firm which attested the General Meeting: Beijing Jun He Law Offices.
Lawyers: Yu Yongqiang and Guo Xin
2. Conclusive opinions of attestation provided by the lawyers: The convening and convening procedures of the meeting, the qualifications of the convener and the attendees and the voting procedures were in compliance with the relevant laws, regulations and rules, including the Company Law and Rules of Procedures of General Meeting and the relevant provisions of the Articles of Association. The voting results of the meeting were lawful and valid.
On behalf of the Board
China Everbright Bank Company Limited
LI Xiaopeng
Chairman
Beijing, the PRC
25 March 2021
As at the date of this announcement, the Executive Directors of the Company are Mr. Yao Zhongyou and Mr. Qu Liang; the Non-executive Directors are Mr. Li Xiaopeng, Mr. Wu Lijun, Mr. FU Wanjun, Mr. YAO Wei, Mr. Liu Chong and Ms. Yu Chunling; and the Independent Non-executive Directors are Mr. Xu Hongcai, Mr. Feng Lun, Mr. Wang Liguo, Mr. Shao Ruiqing, Mr. Hong Yongmiao and
Mr. Li Yinquan.