Everbright Securities Company Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental notice. Everbright Securities Company Limited (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 6178) SUPPLEMENTAL NOTICE OF 2018 FIRST EXTRAORDINARY GENERAL MEETING Reference is made to the circular (the EGM Circular ) and notice (the EGM Notice ) of Everbright Securities Company Limited (the Company ) dated June 25, 2018, which set out the time and venue of the 2018 first extraordinary general meeting of the Company (the EGM ) and contain the resolutions to be considered and approved by the shareholders at the EGM. On July 24, 2018, the Company received the Letter regarding the Nomination of Candidates for Director and Independent Director and Inclusion of Additional Proposals at the General Meeting from China Everbright Group Ltd. ( Everbright Group ), the controlling shareholder of the Company. Everbright Group nominated (1) Mr. Song Bingfang ( ) ( Mr. Song ) as a candidate for the non-executive director of the fifth session of the board of directors of the Company (the Board ); and (2) Mr. Wang Yong ( ) ( Mr. Wang ) as a candidate for the independent non-executive director of the Board and recommended the aforementioned proposals as additional proposals for consideration and approval at the EGM. On July 24, 2018, the Company received the Letter regarding the Nomination of Candidate for Director and Inclusion of an Additional Proposal at the General Meeting from China Shipbuilding Capital Limited ( China Shipbuilding Capital ), an H shareholder holding more than 3% of the shares of the Company. China Shipbuilding Capital nominated Mr. Meng Xiangkai ( ) ( Mr. Meng ) as a candidate for the non-executive director of the Board and recommended the aforementioned proposal as an additional proposal for consideration and approval at the EGM. 1

2 SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at 2:30 p.m. on Thursday, August 9, 2018 at Jing an International Plaza, No. 1508, Xinzha Road, Jing an District, Shanghai, the PRC, and in addition to the resolutions contained in the EGM Notice, the following supplemental resolutions will also be considered and approved at the same meeting (if considered appropriate): SUPPLEMENTAL ORDINARY RESOLUTIONS 1. To consider and approve the resolution in relation to the election of Mr. Song Bingfang as a non-executive Director of the fifth session of the Board of the Company Biographical details of Mr. Song are set out as follows: Mr. Song Bingfang, born in 1971, holds a doctorate degree and is a senior economist. He currently serves as the deputy director of the office of the board of directors of Everbright Group. He was a cadre of the business development department of China Investment Bank, a cadre of the market and industry analysis bureau of China Development Bank, a cadre, deputy head, head and senior manager of corporate business department of China Everbright Bank Company Limited, (during which, he took a temporary post as an assistant to director of the financial affairs office of the People s Government of Inner Mongolia Autonomous Region) and the director and assistant to the general manager of the strategic planning department, assistant to the director and deputy director of the office of the board of directors and the office of the board of supervisors of Everbright Group. Mr. Song graduated from the School of Business Administration of Southwest University of Finance and Economics in July 1997 with a Ph.D. in Economics. If appointed, Mr. Song will enter into a director s service agreement with the Company, with his term of office ending on the expiry of the term of the fifth session of the Board, and he shall be eligible for re-election and re-appointment upon the expiry of the term. As a non-executive director of the Company, Mr. Song will not receive remuneration from the Company. As of the date of this supplemental notice, the qualification of Mr. Song is still subject to approval in accordance with the Administrative Measures for Qualifications of Directors, Supervisors and Senior Management of Securities Companies ( ) (the Qualifications Administrative Measures ) promulgated by the China Securities Regulatory Commission (the CSRC ). Therefore, the appointment of Mr. Song will become effective when his proposed appointment is considered and approved by the EGM and the relevant qualification for his position as a director of a securities company is obtained. To the best knowledge of the directors of the Company (the Director ) and save as disclosed in this supplemental notice, Mr. Song did not hold any directorships in the past three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and he does not have any relationships with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company or their respective subsidiaries nor does he hold any position with the Company or 2

3 any of its subsidiaries. Mr. Song does not have any interest in any shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Cap. 571 of the Laws of Hong Kong) (the SFO ) as at the date of this supplemental notice. Save as disclosed in this supplemental notice, Mr. Song has confirmed that there is no information that is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) (as amended from time to time) (the Hong Kong Listing Rules ), nor is there any matter that needs to be brought to the attention of the shareholders of the Company. Mr. Song has also confirmed that he has not been subject to any penalty by the CSRC or other related departments or punishment by any stock exchanges. The Board hereby proposed the supplemental resolution in relation to the election of Mr. Song Bingfang as a non-executive Director of the fifth session of the Board, at the EGM for consideration and approval. 2. To consider and approve the resolution in relation to the election of Mr. Meng Xiangkai as a non-executive Director of the fifth session of the Board of the Company Biographical details of Mr. Meng are set out as follows: Mr. Meng Xiangkai, born in 1961, holds a master degree. He is currently the executive director and general manager of China Shipbuilding Capital. He is also an independent director of Weihai Guangtai Airport Equipment Co., Ltd. ( ) (a company listed on the Shenzhen Stock Exchange, stock code ). He formerly served as the secretary of the Party committee, vice chairman and president of Xi an Aircraft Industry (Group) Company Ltd. ( ( ) ), general manager and chairman of Xi an Aircraft International Corporation ( ) (currently known as AVIC Aircraft Co., Ltd. ( ), a company listed on the Shenzhen Stock Exchange, stock code ), general manager and chairman of China Aviation Industry General Aircraft Co., Ltd. ( ), deputy chief economist of Aviation Industry Corporation of China ( ), chairman of AVIC Heavy Machinery Co., Ltd. ( ) (a company listed on the Shanghai Stock Exchange, stock code ), director and secretary of the Party committee of Gree Electric Appliances, Inc. of Zhuhai ( ) (a company listed on the Shenzhen Stock Exchange, stock code ), secretary of the Party committee of Zhuhai Gree Group Co., Ltd. ( ), and an independent director of Beijing UniStrong Science & Technology Co., Ltd. ( ) (a company listed on the Shenzhen Stock Exchange, stock code ). Mr. Meng graduated from Northwestern Polytechnical University in July 1982 with a major in aviation electrical engineering. In February 2005, he obtained a master degree in industrial foreign trade from Beihang University. If appointed, Mr. Meng will enter into a director s service agreement with the Company, with his term of office ending on the expiry of the term of the fifth session of the Board, and he shall be eligible for re-election and re-appointment upon the expiry of the term. As a non-executive Director, Mr. Meng will not receive remuneration from the Company. 3

4 As of the date of this supplemental notice, the qualification of Mr. Meng is still subject to approval in accordance with the Qualifications Administrative Measures. Therefore, the appointment of Mr. Meng will become effective when his proposed appointment is considered and approved by the EGM and the relevant qualification for his position as a director of a securities company is obtained. To the best knowledge of the Directors of the Company and save as disclosed in this supplemental notice, Mr. Meng did not hold any directorships in the past three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and he does not have any relationships with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company or their respective subsidiaries nor does he hold any position with the Company or any of its subsidiaries. Mr. Meng does not have any interest in any shares of the Company or its associated corporations within the meaning of Part XV of the SFO as at the date of this supplemental notice. Save as disclosed in this supplemental notice, Mr. Meng has confirmed that there is no information that is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules, nor is there any matter that needs to be brought to the attention of the shareholders of the Company. Mr. Meng has also confirmed that he has not been subject to any penalty by the CSRC or other related departments or punishment by any stock exchanges. The Board hereby proposed the supplemental resolution in relation to the election of Mr. Meng Xiangkai as a non-executive Director of the fifth session of the Board, at the EGM for consideration and approval. 3. To consider and approve the resolution in relation to the election of Mr. Wang Yong as an independent non-executive Director of the fifth session of the Board of the Company Biographical details of Mr. Wang are set out as follows: Mr. Wang Yong, born in 1966, holds a doctorate degree. He is currently the assistant to the dean of the School of Economics and Management, Tsinghua University. He is also the office director of the Business Scholars Program, director of the Cooperative Development Office and director of the Executive Committee of the China Enterprise Development and M&A Research Center of the School of Economics and Management, Tsinghua University. He is also an independent non-executive director of Rici Healthcare Holdings Limited (a company listed on the Stock Exchange, stock code: 1526). He served as the project director of the Institute of Mechanical and Electrical, the deputy manager of the Mechanical and Electrical Equipment Plant, the manager of Water and Power Equipment Model Plant of China Institute of Water Resources and Hydropower Research ( ), the deputy general manager of SRIT NETech Co., Ltd. ( ), an independent director of Shenzhen Clou Electronics Co., Ltd. ( ) (stock code: ) and Ocean s King Lighting Science & Technology Co., Ltd. ( ) (stock code: ), both of which are listed on the Shenzhen Stock Exchange. Mr. Wang graduated from the Department of Electrical Engineering of Huazhong Polytechnic 4

5 University (now known as Huazhong University of Science and Technology) in 1988 with a bachelor of science degree and received a master of business administration degree and a doctor of business administration degree from the School of Economics and Management, Tsinghua University in 2001 and 2009, respectively. If appointed, Mr. Wang will enter into a director s service agreement with the Company, with his term of office ending on the expiry of the term of the fifth session of the Board, and he shall be eligible for re-election and re-appointment upon the expiry of the term. As an independent non-executive Director, Mr. Wang will not receive remuneration from the Company. As of the date of this supplemental notice, the qualification of Mr. Wang is still subject to approval in accordance with the Qualifications Administrative Measures. Therefore, the appointment of Mr. Wang will become effective when his proposed appointment is considered and approved by the EGM and the relevant qualification for his position as a director of a securities company is obtained. To the best knowledge of the Directors of the Company and save as disclosed in this supplemental notice, Mr. Wang did not hold any directorships in the past three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and he does not have any relationships with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company or their respective subsidiaries nor does he hold any position with the Company or any of its subsidiaries. Mr. Wang does not have any interest in any shares of the Company or its associated corporations within the meaning of Part XV of the SFO as at the date of this supplemental notice. Save as disclosed in this supplemental notice, Mr. Wang has confirmed that there is no information that is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules, nor is there any matter that needs to be brought to the attention of the shareholders of the Company. Mr. Wang has also confirmed that he has not been subject to any penalty by the CSRC or other related departments or punishment by any stock exchanges. Mr. Wang has confirmed his independence pursuant to Rule 3.13 of the Hong Kong Listing Rules. The Board also considers that Mr. Wang meets the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules and is independent in accordance with the terms of the guidelines. The Board hereby proposed the supplemental resolution in relation to the election of Mr. Wang Yong as an independent non-executive Director of the fifth session of the Board, at the EGM for consideration and approval. 5

6 Cumulative Voting According to articles 120 and 121 of the articles of association of the Company (the Articles of Association ), the cumulative voting method shall be adopted to appoint directors and supervisors of the Company. Independent directors and other directors shall be elected separately so as to ensure the proportion of independent directors in the Board. Given that three non-executive Directors, one independent non-executive Director and one Supervisor will be proposed to be elected at the EGM, the cumulative voting method will be adopted in relation to the resolutions in relation to the proposed election of three non-executive Directors, while the ordinary voting method (being voting for, against or abstain from voting) shall be used in relation to the resolutions in relation to the proposed election of one independent non-executive Director and one Supervisor. Specifically, the cumulative voting method shall be used in relation to the following three sub-resolutions of the resolution in relation to the proposed election of the non-executive Directors: 1. To consider and approve the resolution in relation to the election of Mr. Yan Jun as a non-executive Director of the Company; 2. To consider and approve the resolution in relation to the election of Mr. Song Bingfang as a non-executive Director of the Company; and 3. To consider and approve the resolution in relation to the election of Mr. Meng Xiangkai as a non-executive Director of the Company. For details about the cumulative voting method, please refer to article 121 of the Articles of Association and the notes to the revised form of proxy of the EGM (the Second Form of Proxy ). The Second Form of Proxy is enclosed to this supplemental notice. For the relationship between the Second Form of Proxy and the form of proxy for the EGM despatched by the Company on June 25, 2018, please refer to the notes to this supplemental notice and the notes to the Second Form of Proxy. RECOMMENDATION The Board considers that the above supplemental resolutions to be proposed at the EGM are in the interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the shareholders to vote in favor of the supplemental resolutions to be proposed at the EGM and set out in this supplemental notice. Shanghai, the PRC July 26, 2018 By order of the Board Everbright Securities Company Limited Xue Feng Chairman 6

7 As at the date of this supplemental notice, the Board comprises Mr. Xue Feng (Chairman, Executive Director), Mr. Ju Hao (Non-executive Director), Mr. Yin Lianchen (Non-executive Director), Mr. Chan Ming Kin (Non-executive Director), Mr. Xue Keqing (Non-executive Director), Mr. Xu Jingchang (Independent Non-executive Director), Mr. Xiong Yan (Independent Non-executive Director), Mr. Li Zheping (Independent Non-executive Director) and Mr. Au Sing Kun (Independent Non-executive Director). Notes: 1. Apart from the proposed supplemental resolutions set out above, other matters of the EGM remain unchanged. For details of the other resolutions to be considered and approved at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters, please refer to the EGM Circular and the EGM Notice of the Company dated June 25, The Second Form of Proxy is enclosed to this supplemental notice. H Shareholders are required to return the Second Form of Proxy to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong), while A Shareholders are required to return the Second Form of Proxy to the Board s office of the Company, in person or by post no later than 24 hours before the time appointed for convening the EGM (i.e. 2:30 p.m. on Wednesday, August 8, 2018) or any adjourned meeting thereof. 3. The Second Form of Proxy enclosed will replace the form of proxy despatched by the Company on June 25, 2018 (the First Form of Proxy ) for use at the EGM. A shareholder who intends to attend the EGM by proxy and has not returned the First Form of Proxy is required to return only the Second Form of Proxy without returning the First Form of Proxy. 4. A shareholder who has returned the First Form of Proxy shall note that: (a) (b) since the relevant resolutions and voting methods have been amended (as disclosed in this supplemental notice), if the shareholder has not returned the Second Form of Proxy no later than 24 hours before the time appointed for convening the EGM (i.e. 2:30 p.m. on Wednesday, August 8, 2018) or any adjournment thereof, the First Form of Proxy which has been duly completed and returned by such shareholder will be treated as an invalid form of proxy. The votes casted by the proxy so appointed pursuant to the First Form of Proxy on the resolutions as set out in the First Form of Proxy will be deemed to be invalid. if the shareholder has returned the Second Form of Proxy no later than 24 hours before the time appointed for convening the EGM (i.e. 2:30 p.m. on Wednesday, August 8, 2018) or any adjournment thereof, the First Form of Proxy previously returned by the shareholder shall be revoked and superseded by the Second Form of Proxy. The Second Form of Proxy which has been duly completed will be deemed as a valid form of proxy. 7