Securities code: Bank Of Zhengzhou Co.Ltd(002936) securities abbreviation: Bank Of Zhengzhou Co.Ltd(002936) Announcement No.: 2022006 Bank Of Zhengzhou Co.Ltd(002936)
Announcement on the resolution of the third extraordinary meeting of the seventh board of directors in 2022
Bank Of Zhengzhou Co.Ltd(002936) (hereinafter referred to as “the bank”) and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
On February 22, 2022, the bank sent a notice on convening the third extraordinary meeting of the seventh board of directors in 2022 to all directors by email and in writing. The meeting was held by means of communication voting on February 28, 2022. At this meeting, there are 12 directors who should vote and 12 directors who actually vote. The meeting was held in accordance with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the stock exchange”) and the articles of association of this bank. 2、 Deliberations of the meeting
The meeting deliberated and adopted the proposal on changing the joint company secretary and authorized representative substitutes.
The board of directors of the bank has received the resignation of Ms. Liang Jianxian. Due to job adjustment, Ms. Liang has resigned as the joint company secretary of the bank, the substitute of the authorized representative of the bank in accordance with Article 3.05 of the Listing Rules of the stock exchange (hereinafter referred to as the “substitute of the authorized representative”) and in accordance with Article 19A of the Listing Rules of the stock exchange 13 (2) and the agent of chapter 622 (Companies Ordinance) of the laws of Hong Kong to receive legal process documents and notices on behalf of the bank in Hong Kong (hereinafter referred to as “legal process agent”) shall take effect from February 28, 2022. Ms. Leung has confirmed that she has no differences with the board of directors, and there is no matter related to her resignation that needs to be submitted to the stock exchange of Hong Kong Limited (hereinafter referred to as “the stock exchange”) and shareholders for endorsement.
In order to ensure the normal development of the bank’s corporate governance and securities affairs, the board of directors agreed to appoint Mr. Wei Weifeng as the substitute of the joint company secretary and authorized representative of the bank and the agent of legal proceedings, effective from February 28, 2022. Please see the attachment for Mr. Wei’s resume.
Previously, the stock exchange has granted an exemption to the bank for Mr. Xia Hua’s qualification as the joint company secretary of the bank, strictly complying with the provisions of articles 3.28 and 8.17 of the Listing Rules of the stock exchange, and the exemption period is from the date of Mr. Xia’s appointment
(i.e. August 27, 2021) to August 26, 2024 for a period of three years, provided that during the exemption period, Ms. Liang Fuxian who meets the qualifications specified in rule 3.28 of the Listing Rules of the stock exchange will assist Mr. Xia. In view of the fact that the exemption conditions will not be met after Ms. Liang Fuxian resigns, the bank has reapplied to the stock exchange for Mr. Xia’s qualification as joint company secretary, and has been granted a new exemption by the stock exchange without strictly complying with the provisions of articles 3.28 and 8.17 of the Listing Rules of the stock exchange, The exemption period is the remaining exemption period (i.e. from February 28, 2022 to August 26, 2024), and Mr. Wei Weifeng will provide assistance to Mr. Xia.
The board of directors took this opportunity to thank Ms. Liang Fuxian for her valuable contributions to the bank during her term of office and welcomed Mr. Wei Weifeng to his new post.
The proposal has 12 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Documents for future reference
Resolution of the third extraordinary meeting of the seventh board of directors in 2022.
Bank Of Zhengzhou Co.Ltd(002936) board of directors March 1, 2022
enclosure
Resume of Mr. Wei Weifeng
Mr. Wei Weifeng, Bachelor of law (Hons) from Huarui Hampton University, UK, master of business administration from Andrew University, master of corporate finance from Hong Kong Polytechnic University and doctor of financial economics from Shanghai University of Finance and economics. Senior member of the Hong Kong Institute of corporate governance (formerly known as the Hong Kong Institute of Chartered Secretaries), senior member of the British Institute of Chartered corporate governance (formerly known as the British Institute of Chartered Secretaries and administrators), member of the Hong Kong Institute of certified public accountants, senior member of the British Institute of Chartered Certified Public Accountants and member of the Institute of Chartered arbitrators.
Mr. Wei is currently a director and chief executive of Fangyuan enterprise service group (Hong Kong) Co., Ltd. Mr. Wei has more than 30 years of professional practice and senior management experience, including executive director, chief financial officer and company secretary. Most of his experience involves finance, accounting, internal control and risk management, compliance with laws and regulations, corporate governance and company secretary of Listed Issuers (including large red chip companies).
