Securities code: Bank Of Suzhou Co.Ltd(002966) securities abbreviation: Bank Of Suzhou Co.Ltd(002966) Announcement No.: 2022014 convertible bond Code: 127032 convertible bond abbreviation: Suhang convertible bond
Notice on convening the 2021 annual general meeting of shareholders
The bank and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Bank Of Suzhou Co.Ltd(002966) (hereinafter referred to as “the bank”) the 2021 annual general meeting of shareholders is scheduled to be held on the afternoon of April 22, 2022. The relevant matters of the meeting are notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: 2021 annual general meeting of shareholders.
(II) convener of the general meeting of shareholders: the board of directors of the bank. The 19th meeting of the 4th board of directors of the bank deliberated and adopted the proposal on matters related to the proposed convening of Bank Of Suzhou Co.Ltd(002966) 2021 annual general meeting of shareholders.
(III) legality and compliance of the meeting: the convening of the general meeting of shareholders complies with relevant laws and regulations and the articles of association of the bank.
(IV) time of the meeting:
1. On site meeting time: 14:30 p.m. on Friday, April 22, 2022.
2. Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 22, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on April 22, 2022 to 15:00 p.m. on April 22, 2022.
(V) convening method of the meeting:
The shareholders’ meeting adopts the combination of on-site voting and online voting. The bank will use the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for shareholders of the bank, and shareholders can exercise their voting rights through the above system during online voting time. Shareholders of the bank can only choose one of on-site voting, Shenzhen Stock Exchange Trading System voting and Shenzhen Stock Exchange Internet voting system voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
(VI) equity registration date of the meeting: Thursday, April 14, 2022
(VII) attendees:
1. All shareholders or their agents holding shares of the bank on the equity registration date:
As of the afternoon closing of April 14, 2022 (Thursday), it has been registered with China Securities Depository and Clearing Co., Ltd
All ordinary shareholders of the bank registered in Shenzhen Branch of the company have the right to attend the general meeting of shareholders and may vote in writing
A proxy is entrusted to attend the meeting and vote in person, and the shareholder’s proxy does not need to be a shareholder of the bank (authorized proxy)
(please refer to the attachment for the power of attorney).
2. Directors, supervisors and senior managers of the bank.
3. Lawyers employed by the bank.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) Venue: No. 728, Zhongyuan Road, Suzhou Industrial Park ( Bank Of Suzhou Co.Ltd(002966) building)
2、 Meeting matters
(I) matters to be considered
Table I proposal code of this shareholders’ meeting
remarks
Proposal code proposal name
The column checked in this column can vote
100 total proposal √
Non cumulative voting proposal
1.00 Bank Of Suzhou Co.Ltd(002966) 2021 annual work report of the board of directors √
2.00 Bank Of Suzhou Co.Ltd(002966) 2021 annual work report of the board of supervisors √
Bank Of Suzhou Co.Ltd(002966) 2021 financial statement and 2022 financial statement √
3.00 financial budget plan
4.00 proposal on profit distribution plan of Bank Of Suzhou Co.Ltd(002966) 2021 √
5.00 proposal on Amending Bank Of Suzhou Co.Ltd(002966) articles of association √
6.00 proposal on Amending the rules of procedure of Bank Of Suzhou Co.Ltd(002966) shareholders’ meeting √
7.00 proposal on Amending the rules of procedure of Bank Of Suzhou Co.Ltd(002966) board of directors √
8.00 proposal on Amending the rules of procedure of Bank Of Suzhou Co.Ltd(002966) board of supervisors √
9.00 proposal on Revising the working system of Bank Of Suzhou Co.Ltd(002966) independent directors √
10.00 proposal on Amending the measures for the administration of Bank Of Suzhou Co.Ltd(002966) equity √
11.00 proposal on Amending the measures for the administration of Bank Of Suzhou Co.Ltd(002966) connected transactions √
12.00 Bank Of Suzhou Co.Ltd(002966) 2021 annual major shareholder evaluation report √
Bank Of Suzhou Co.Ltd(002966) shareholder return in the next three years (20222024)
13.00 planning √
14.00 Bank Of Suzhou Co.Ltd(002966) 2021 special report on connected transactions √
About Bank Of Suzhou Co.Ltd(002966) 2022 daily related party transactions of some related parties √
15.00 proposal of easy to predict the amount
16.00 proposal on renewing the appointment of external audit institutions √
17.00 Bank Of Suzhou Co.Ltd(002966) 2021 annual report and summary √
About the election of the Fourth Board of directors
18.00 proposal of directors √
(II) report items
19. Bank Of Suzhou Co.Ltd(002966) 2021 annual evaluation report on the performance of the board of directors and directors
20. Bank Of Suzhou Co.Ltd(002966) 2021 annual performance evaluation report of the board of supervisors and supervisors
21. Bank Of Suzhou Co.Ltd(002966) 2021 annual performance evaluation report of senior management and senior management
22. Bank Of Suzhou Co.Ltd(002966) 2021 annual work report of independent directors
The above proposals 4, 5, 6, 7 and 8 are special resolution proposals, others are ordinary resolution proposals, and items 19, 20, 21 and 22 do not need to be deliberated and approved.
The above 3, 4, 5, 11, 14, 15, 16 and 18 proposals are major issues affecting the interests of small and medium-sized investors, and the bank will count and disclose the votes of small and medium-sized investors separately. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of this bank.
The above-mentioned proposal 15 involves related party transactions, and the related shareholders shall avoid voting on the proposal 15 according to law. Only one director is elected at this shareholders’ meeting, and the cumulative voting system is not applicable.
For the specific contents of the above proposals, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed materials of Bank Of Suzhou Co.Ltd(002966) 2021 annual general meeting of shareholders.
3、 On site meeting registration and other matters
(I) registration procedures:
1. If the legal representative of the legal person shareholder attends the meeting, he must hold a copy of the business license, the certificate of the legal representative, the ID card and the stock account card; If an agent is entrusted to attend the meeting, the agent must go through the registration formalities with a copy of the business license, the written power of attorney of the legal representative, his own ID card and stock account card. 2. Individual shareholders shall go through the registration procedures with their ID cards and stock account cards; The entrusted agent shall go through the registration formalities with the written power of attorney, his ID card and the principal’s stock account card.
3. Shareholders or their entrusted agents can register by letter, fax or personal delivery, and the bank does not accept telephone registration.
(II) registration time: April 15 and April 18, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m.)
(III) registration place: Bank Of Suzhou Co.Ltd(002966) Board Office
(IV) contact information:
Address: Bank Of Suzhou Co.Ltd(002966) building, No. 728, Zhongyuan Road, Suzhou Industrial Park (post code: 215028)
Contact: Mr. Bao, Mr. Li
Tel: 051269868401051269868509
Fax: 051265135118
(V) other matters: if on-site registration or on-site attendance, please follow the Suzhou epidemic prevention and control 2022 Announcement No. sixty-second and the Circular No. sixty-fourth (see the Suzhou Municipal People’s government website and Suzhou release “WeChat official account”), and strictly cooperate with the implementation of nucleic acid detection, health monitoring and isolation medical observation management measures. The board and lodging expenses and transportation expenses of the shareholders attending the meeting shall be borne by themselves, and the meeting will last for half a day.
4、 Specific operation process of participating in online voting
Shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）To vote at this general meeting of shareholders, the specific operation process is as follows:
(I) procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting code and voting abbreviation of ordinary shares: the voting code is “362966”; The voting is referred to as “Bank of Sudan voting”.
2. Voting time: trading time on April 22, 2022, i.e. 9:15-9:25, 9:30-11:30
13: 00-15:00, shareholders can log in to the trading client of the securities company and vote through the trading system.
3. Fill in voting opinions
All the proposals of this shareholders’ meeting are non cumulative voting proposals, and the voting opinions shall be filled in: agree, disagree and abstain. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
When shareholders repeatedly vote on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
（2） Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts at 9:15 a.m. on April 22, 2022 and ends at 15:00 p.m. on April 22, 2022 (the day when the on-site general meeting ends).
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
5、 Documents for future reference
Bank Of Suzhou Co.Ltd(002966) the resolution of the 15th meeting of the 4th board of directors
Bank Of Suzhou Co.Ltd(002966) the resolution of the 19th meeting of the 4th board of directors
Bank Of Suzhou Co.Ltd(002966) the resolution of the 15th meeting of the 4th board of supervisors
It is hereby announced.
Bank Of Suzhou Co.Ltd(002966) board of directors April 1, 2002 Annex 1:
Power of attorney
I hereby authorize Mr. / Ms. to attend the Bank Of Suzhou Co.Ltd(002966) 2021 annual general meeting of shareholders on behalf of the company / myself. The trustee has the right to vote on the matters considered at the general meeting of shareholders in accordance with the instructions of this power of attorney and sign the relevant documents to be signed at the general meeting of shareholders on behalf of me.
The validity period of this power of attorney is from the date of signing this power of attorney to the end of the general meeting of shareholders.
Voting opinions of the company / myself on various proposals of the general meeting of shareholders:
