Securities code: Bank Of Qingdao Co.Ltd(002948) securities abbreviation: Bank Of Qingdao Co.Ltd(002948) Announcement No.: 2022018
Bank Of Qingdao Co.Ltd(002948) board resolution announcement
The bank and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as “the bank”) sent the notice of convening the 11th meeting of the 8th board of directors to the directors by e-mail on March 11, 2022. The meeting was held by on-site meeting at Bank Of Qingdao Co.Ltd(002948) head office on March 25, 2022, and 15 directors should attend, There were 15 directors actually present (including 1 Director entrusted to attend. Due to other work arrangements, Mr. Liu Peng entrusted Ms. Lu Lan to attend and vote on behalf of him). The meeting was presided over by chairman Guo Shaoquan and attended by supervisors and senior managers. The meeting was held in accordance with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and the Bank Of Qingdao Co.Ltd(002948) articles of association. The meeting considered and adopted the following proposals:
1、 Deliberated and adopted the work report of the board of directors for Bank Of Qingdao Co.Ltd(002948) 2021
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
The work report of the board of directors in 2021 was published on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure for investors’ reference.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 Deliberated and adopted the president’s work report of Bank Of Qingdao Co.Ltd(002948) 2021
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Deliberated and adopted the financial final accounts report of Bank Of Qingdao Co.Ltd(002948) 2021
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 Reviewed and approved the Bank Of Qingdao Co.Ltd(002948) 2022 comprehensive business plan
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
5、 The proposal on Bank Of Qingdao Co.Ltd(002948) 2021 annual report, summary and performance announcement was deliberated and passed
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
The bank’s 2021 annual report was posted on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）It was disclosed that the summary of the 2021 annual report was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo on the same day（ http://www.cn.info.com.cn./ ）Disclosed that the annual performance announcement for the year ended December 31, 2021 was disclosed on the website of the stock exchange of Hong Kong on the same day（ http://www.hkexnews.hk/ ）Disclosure for investors’ reference.
6、 Reviewed and approved the profit distribution plan for Bank Of Qingdao Co.Ltd(002948) 2021
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
The bank’s profit distribution plan for 2021 is as follows:
1. Withdraw the statutory surplus reserve of RMB 244 million according to 10% of the net profit;
2. Withdrawal of general reserves of RMB 429 million;
3. Dividends equivalent to RMB 474 million have been distributed to overseas preferred shareholders on September 23, 2021;
4. Based on the total amount of shares on the equity registration date of this equity distribution, a cash dividend of RMB 1.60 (including tax) will be distributed to all ordinary shareholders for every 10 shares. The dividend of H shares will be paid in Hong Kong dollars, and the applicable exchange rate is the average of the central parity rate of RMB in the inter-bank foreign exchange market announced by the people’s Bank of China five working days before the date of the annual general meeting (including the date of the annual general meeting);
5. The remaining undistributed profits are carried forward to the next year.
The bank’s 2021 profit distribution plan complies with relevant laws and regulations and the provisions of Bank Of Qingdao Co.Ltd(002948) articles of association. All independent directors of the bank expressed independent opinions on this matter, which were posted on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure for investors’ reference.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7、 The proposal on engaging the external audit institution of Bank Of Qingdao Co.Ltd(002948) 2022 and its remuneration was deliberated and passed
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors agreed to continue to employ KPMG Huazhen Certified Public Accountants (special general partnership) as the bank’s domestic audit institution in 2022 and KPMG certified public accountants as the bank’s overseas audit institution in 2022, responsible for the audit of annual financial statements, review of semi annual financial statements, implementation of agreed procedures in the first and third quarters, internal control audit and other work, with a total cost of RMB 5.25 million.
All independent directors of the bank expressed their prior approval opinions and independent opinions on this matter, which were posted on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure; The announcement on the proposed reappointment of the accounting firm in 2022 was published on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn./ ）Disclosure for investors’ reference.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 The proposal on the general authorization of Bank Of Qingdao Co.Ltd(002948) issuing shares was deliberated and passed
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
In order to make full use of the advantages of the financing environment of the capital market, seize the market financing window and improve the flexibility of the bank’s capital management, in accordance with relevant laws and regulations and the articles of association of the bank and with reference to market practices, the board of directors agreed to submit to the general meeting for approval, grant the general authorization of the board of directors to issue shares, and approve the delegation of the board of directors.
1. Specific scheme for general authorization of issuing shares
(1) Subject to the conditions listed in (2) below and in accordance with laws and regulations, the board of directors is authorized to decide to issue, distribute or otherwise deal with A-Shares and / or H shares, ordinary shares and preferred shares separately or simultaneously during the relevant period (as defined below).
“Relevant period” refers to the period from the date when this authorization proposal is passed at the 2021 annual general meeting to the earliest of the following three days: (a) at the end of the 2022 annual general meeting of the bank; (b) The expiration date of 12 months from the date of adoption of this proposal at the 2021 annual general meeting of the bank; (c) The date on which the bank passes a special resolution at any general meeting to revoke or change the authorization mentioned in this proposal.
(2) The number of A-shares and / or H-shares common shares and preferred shares authorized to be issued, allocated or otherwise handled by the board of directors (including the number of A-shares and / or H-shares common shares after all conversion calculated according to the compulsory conversion price of preferred shares) shall not exceed 20% of the total number of A-shares and / or H-shares common shares issued by the bank on the date when this proposal is passed by the general meeting of shareholders.
(3) Authorize the board of directors to: (a) formulate and implement specific issuance plans, including but not limited to the types of shares to be issued and allocated, pricing methods and / or issuance price (including price range), issuance quantity, issuance object and investment direction of raised funds, determine the issuance timing, issuance period and purpose of raised funds, and decide whether to sell to existing shareholders; (b) To make necessary amendments to the articles of Association for the issuance of shares of the bank and the registration of the company in accordance with the provisions of the articles of Association; (c) Review and approve the legal documents related to the aforesaid issuance submitted to the relevant regulatory authorities, and perform the relevant approval procedures in accordance with the requirements of the regulatory authorities and the place where the bank is listed; (d) Take any other actions and complete other formalities required to implement the issuance plan and increase the registered capital; (e) Decide on other matters related to the aforesaid issuance.
2. Authorization related matters
In order to increase the efficiency of decision-making, reduce the internal examination and approval procedures, grasp the market opportunity, and deal with the issue of shares under the general authorization, the board of directors agrees to submit to the general meeting for approval, and authorize the board of directors and the persons authorized by the board of directors to deal with the issue of shares under the general authorization during the relevant period. The above authorization of the board of directors to the authorized person will be separately determined by the board of directors when exercising the general authorization under this proposal.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9、 The proposal on convening the Bank Of Qingdao Co.Ltd(002948) 2021 annual general meeting of shareholders was deliberated and adopted, with 15 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors agreed that the bank would hold the 2021 annual general meeting on May 10, 2022. The notice on convening the 2021 annual general meeting of shareholders will be published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com in accordance with relevant laws and regulations（ http://www.cn.info.com.cn./ ）Disclosure for investors’ reference.
10、 Reviewed and adopted the Bank Of Qingdao Co.Ltd(002948) 2021 annual social responsibility report
The proposal has 15 affirmative votes, 0 negative votes and 0 abstention votes.
The 2021 social responsibility report was posted on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure for investors’ inquiry.
11、 The internal control evaluation report of Bank Of Qingdao Co.Ltd(002948) 2021 was deliberated and adopted, with 15 affirmative votes, 0 negative votes and 0 abstention votes.
All independent directors of the bank and the recommendation institution Citic Securities Company Limited(600030) expressed their opinions on this matter. The above opinions and the 2021 internal control evaluation report were posted on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure for investors’ reference.
Documents for future reference
Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Bank Of Qingdao Co.Ltd(002948) board of directors March 25, 2022
