The first extraordinary general meeting of shareholders of Zheshang Bank Co., Ltd. in 2022
Meeting materials
February 23, 2002
catalogue
1. Agenda 12. Notes to the meeting 23. China Zheshang Bank Co.Ltd(601916) the first extraordinary general meeting of shareholders in 2022 4 (I) proposal on electing Mr. Lu Jianqiang as a director of China Zheshang Bank Co.Ltd(601916) 4 (II) China Zheshang Bank Co.Ltd(601916) remuneration management plan for directors and supervisors six
Agenda of the meeting
Time of the meeting: 14:30 on Wednesday, February 23, 2022 place of the meeting: large conference room on the first floor of the head office, No. 288 Qingchun Road, Hangzhou, Zhejiang, China convener: China Zheshang Bank Co.Ltd(601916) agenda of the board of directors meeting: 1. Announce the beginning of the meeting; 2. Read out the precautions of the meeting; 3. Elect vote counters and vote monitors; 4. Review various proposals
(I) proposal on electing Mr. Lu Jianqiang as a director of China Zheshang Bank Co.Ltd(601916)
(II) China Zheshang Bank Co.Ltd(601916) remuneration management plan for directors and supervisors 5. Count the number of shareholders attending the meeting and the number of representative shares 6. Vote on the proposal and count the voting results 7. Announce the voting results of the proposal 8. Shareholder speech 9. Announce the end of the meeting
Notice of meeting
In order to safeguard the legitimate rights and interests of all shareholders and ensure the smooth progress of the general meeting of shareholders, these instructions are formulated in accordance with the company law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the China Zheshang Bank Co.Ltd(601916) articles of association, the rules of procedure of the general meeting of shareholders and other relevant provisions.
1. Shareholders (or proxies) attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. When attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, shall not infringe upon the rights and interests of other shareholders, and shall not disturb the normal order of the general meeting.
2. The total speaking time of shareholders (or agents) shall be controlled within 30 minutes. The speeches or questions of shareholders (or agents) shall be concise and concise, and each person shall not exceed 3 minutes.
3. When a shareholder (or agent) requests to speak, he shall not interrupt the report of the meeting reporter or the speech of other shareholders. When voting at the meeting, shareholders (or agents) do not speak. The chairman of the general meeting may refuse or stop the speeches made by shareholders (or agents) in violation of the above provisions. During the meeting, only those who are shareholders (or agents) are allowed to speak and ask questions.
4. At the same time, on-site voting and online voting were set up for A-share shareholders at this meeting, and the online voting method, voting time and voting procedures were clearly specified in the notice of the general meeting of shareholders. When A-share shareholders vote, the same voting right can only choose one of the on-site and network methods. In case of repeated voting of the same voting right, the first vote shall prevail.
5. The proposals of the general meeting of shareholders shall be voted by open ballot one by one. The voting results of the on-site meeting will be combined with the online voting results to form the final voting results, which will be announced.
6. According to the articles of association and relevant regulations, the proposals of the general meeting of shareholders are ordinary proposals, which must be adopted by more than half of the total voting shares held by the shareholders (or agents) participating in the voting.
7. Shareholders (or agents) attending the on-site meeting of the general meeting of shareholders shall carefully fill in the voting votes as required. Votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed to have waived the voting right, and the voting result of the number of shares held by them shall be counted as “waiver”.
8. After the on-site meeting enters the voting procedure, the shareholders (or agents) who enter the site will not be issued with voting votes. The shareholders who exit before entering the voting procedure, if entrusted, shall be handled in accordance with the relevant provisions on entrusted agency. 9. No temporary proposal was received at this meeting. The meeting will consider and vote on the announced proposal. China Zheshang Bank Co.Ltd(601916) proposal I of the first extraordinary general meeting of shareholders in 2022
Proposal on electing Mr. Lu Jianqiang as a director of China Zheshang Bank Co.Ltd(601916)
Dear shareholders
On January 11, 2022, the people’s Government of Zhejiang Province recommended Mr. Lu Jianqiang to the board of directors of the bank as the director and chairman of the bank.
In accordance with the measures for the implementation of administrative licensing matters of Chinese funded commercial banks of the China Banking and Insurance Regulatory Commission and the China Zheshang Bank Co.Ltd(601916) criteria and procedures for the selection and appointment of directors and supervisors and other relevant regulations and regulatory requirements, the nomination and Remuneration Committee of the sixth board of directors conducted a preliminary review of Mr. Lu Jianqiang’s qualifications as a director at the third meeting, It is believed that Mr. Lu Jianqiang has the professional knowledge and working ability required to serve as a director of the bank, and meets the qualification requirements for directors of commercial banks stipulated by the China Banking and Insurance Regulatory Commission. The board of directors nominated Mr. Lu Jianqiang as a director of the sixth board of directors of the bank and submitted it to the general meeting of shareholders for election.
This proposal has been deliberated and adopted at the second extraordinary meeting of the sixth board of directors in 2022, and must be deliberated and adopted by the first extraordinary general meeting of shareholders in 2022 in the form of ordinary resolution.
Please consider it.
Attachment: resume of Mr. Lu Jianqiang
Attachment dated February 23, 2022
Resume of Mr. Lu Jianqiang
Mr. Lu Jianqiang, born in April 1965, master of philosophy, senior economist. He joined the company in January 2022 and served as secretary of the Party committee. He once served as deputy director of Zhejiang enterprise archives management center, deputy director of the office of Zhejiang Provincial Administration for Industry and commerce, director of the industrial and Commercial Information Management Office of Zhejiang Provincial Administration for Industry and commerce, director of the office of Zhejiang Provincial Administration for Industry and commerce, member of the Party committee and Office of Zhejiang Provincial Administration for Industry and commerce, deputy director of the office of Zhejiang provincial political assistance office and member of the Party group of the organ, deputy director of the general office of Zhejiang provincial government and member of the Party group, Deputy Secretary General of Zhejiang provincial government, member of the Party group of the general office, Caitong Securities Co.Ltd(601108) party secretary and chairman.
As of the date of this announcement, Mr. Lu Jianqiang did not hold shares of the company; In the past 12 months, Mr. Lu Jianqiang once served as party secretary and chairman of the board of directors of the listed company Caitong Securities Co.Ltd(601108) controlled by Zhejiang Financial Holding Co., Ltd., the largest shareholder of the company. In addition, he has no relationship with the directors, supervisors, senior managers and other shareholders holding more than 5% of the shares of the company; Nor has he been punished by the China securities regulatory authority and other departments or by the stock exchange, there are no conditions prohibiting him from taking office in the company law, the articles of association and other relevant provisions, and there are no circumstances that he has been determined as a market prohibited person by the CSRC and has not been lifted.
China Zheshang Bank Co.Ltd(601916) proposal II of the first extraordinary general meeting of shareholders in 2022
China Zheshang Bank Co.Ltd(601916) remuneration management plan for directors and supervisors
Dear shareholders
In order to further clarify the salary assessment and approval procedures of directors and supervisors, standardize the salary management of directors and supervisors, and improve the level of corporate governance, the following proposals are put forward for the salary management of directors, supervisors and other personnel of the bank: the salary of directors and supervisors of the bank is subject to classified management, which is divided into:
(1) Among the executive directors and employee supervisors, the remuneration is verified according to the relevant measures for the remuneration management of the person in charge of the provincial financial enterprise;
(2) Other executive directors;
(3) Other employee supervisors;
(4) Shareholder directors and shareholder supervisors;
(5) Independent directors and external supervisors.
Among the executive directors and employee supervisors, the remuneration of those who have been approved in accordance with the relevant measures for the remuneration management of the persons in charge of provincial financial enterprises shall be approved by the relevant departments of Zhejiang Province in accordance with the relevant measures and paid in accordance with their provisions. In accordance with the relevant provisions of the notice of the Department of finance of Zhejiang Province on printing and distributing the Interim Measures for the business performance assessment and salary verification of the heads of financial enterprises in Zhejiang Province (ZCJ [2016] No. 35) and the notice of the Department of finance of Zhejiang Province on further optimizing the business performance assessment of provincial financial enterprises (ZCJ [2019] No. 46), It is clear that the basic annual salary distribution coefficient of the main principals of the bank is 1 and that of other principals is 0.9. If the above-mentioned measures are revised and adjusted, the relevant coefficient shall be adjusted accordingly according to the above-mentioned principles and the relevant provisions of the new measures. In case of special circumstances, it shall be submitted to study and determine according to the provisions.
Other executive directors, i.e. those among the executive directors whose remuneration is verified and approved by the relevant measures for the remuneration management of the person in charge of the provincial financial enterprise, their remuneration shall be verified and paid in accordance with the performance appraisal reward and punishment measures formulated by the board of directors.
Other employee supervisors, i.e. those who are not paid according to the relevant measures for the salary management of the person in charge of the provincial financial enterprise, are paid according to the post salary and procedures of the organization (Department) performing their duties. As employee supervisors, they do not receive salary.
Shareholder directors and shareholder supervisors do not receive remuneration.
The remuneration of independent directors and external supervisors shall be adjusted in accordance with the instructions on improving the remuneration structure of independent directors and external supervisors (see the annex for details).
The remuneration of each director and supervisor shall be determined in accordance with the above principles and regulations, and the performance remuneration shall be determined in accordance with the guidelines for the supervision of steady remuneration in commercial banks (YJF [2010] No. 14) The proportion determined in the notice of Zhejiang Provincial Department of Finance on printing and distributing the Interim Measures for the evaluation of business performance and salary verification of the heads of financial enterprises in Zhejiang Province (ZCJ [2016] No. 35) and the performance evaluation reward and punishment measures formulated by the board of directors shall be distributed in a deferred manner, which will not be submitted to the general meeting of shareholders for deliberation. After distribution, it shall be disclosed in accordance with relevant regulations and requirements.
This proposal has been deliberated and adopted at the second extraordinary meeting of the sixth board of directors in 2021 and the fifth meeting of the sixth board of supervisors, and must be deliberated and adopted by the first extraordinary general meeting of shareholders in 2022 in the form of ordinary resolution. Please consider it.
Annex: Explanation on improving the salary structure of independent directors and external supervisors
Attachment dated February 23, 2022
Explanation on improving the salary structure of independent directors and external supervisors
In order to continuously improve the level of corporate governance and refer to the practice of the industry, it is proposed to further improve the salary structure of the bank’s independent directors and external supervisors.
1、 Current standards of the bank
The current salary standard of independent directors and external supervisors of the bank is fixed at 300000 yuan / year per person (RMB pre tax, the same below).
2、 Adjustment suggestions
The annual remuneration structure of independent directors and supervisors will be adjusted as “fixed remuneration + special performance committee”:
(1) The annual fixed basic salary is 300000 yuan;
(2) There is no additional allowance for serving as a member of the special committee. On this basis, an additional allowance of 20000 yuan / year will be added for each additional member of the special committee;
(3) An additional allowance of 20000 yuan / year for each chairman of the special committee;
(4) The members of the risk and connected transaction control committee of the board of directors will receive an additional allowance of 20000 yuan / year.
