ST Panda 2023 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Announcement Date: June 06, 2023
Panda Financial Holding Co., Ltd.
2023 Fourth Extraordinary General Meeting of Shareholders
Meeting Materials
June 12, 2023
2023 Fourth Extraordinary General Meeting of Shareholders
Table of Contents
I. Meeting Agenda ...... 3
II. Meeting Notice ...... 4
III. Explanation of Voting at the Meeting ...... 5
IV. Matters for Deliberation: Proposal on Electing an Independent Director of the Company ...... 6
2023 Fourth Extraordinary General Meeting of Shareholders Agenda
Time: June 12, 2023, 15:00 p.m.
Location: Company Meeting Room Host: Chairman Xu Jinhuan
Agenda:
I. Introduce the situation of shareholders attending the meeting;
II. Read the "Meeting Notice" and "Explanation of Voting at the Meeting";
III. Matters for Deliberation: Proposal on Electing an Independent Director of the Company;
IV. Shareholder speeches and questions answered by company directors, supervisors, and senior management;
V. Vote on the proposal;
VI. Announce the voting results;
VII. Lawyer's opinion;
VIII. Meeting adjourned.
2023 Fourth Extraordinary General Meeting of Shareholders Meeting Notice
To ensure the smooth convening of the Company's general meeting of shareholders, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", the "Articles of Association of the Company", and the "Regulatory Opinions on the General Meeting of Shareholders of Listed Companies", the meeting notice is hereby formulated as follows, and all attendees of the general meeting are expected to comply with it.
I. The meeting has a secretariat responsible for organizing the meeting and handling related matters.
II. During the meeting, all attendees shall take protecting the legitimate rights and interests of shareholders, ensuring the normal order and efficiency of the meeting as a principle, and fulfill their legal obligations consciously.
III. Shareholders attending the meeting have the right to speak, question, and vote according to law.
IV. During the meeting, shareholders who have prepared speeches in advance shall register with the meeting secretariat and fill out the "Shareholder Meeting Speech Registration Form"; the number of oral speeches is generally limited to ten people. If more than ten, the top ten shareholders with the largest shareholding shall speak in order of the largest shareholding first. Shareholders who request a speech or raise questions temporarily shall first apply to the meeting secretariat and may speak or raise questions only after the meeting host's approval.
V. When a shareholder speaks, they shall first report the number of shares they hold. Each shareholder may speak no more than twice, with the first speech not exceeding ten minutes and the second not exceeding five minutes.
VI. The meeting shall vote by ballot, and no speeches shall be made during the vote.
VII. To ensure the seriousness and normal order of the general meeting of shareholders and to effectively protect the legitimate rights and interests of attending shareholders (or proxies), except for shareholders (or proxies), company directors, supervisors, senior management, the company's appointed lawyers, and personnel invited by the board of directors, the company has the right to refuse other persons from entering the meeting venue according to law.
Explanation of Voting at the 2023 Fourth Extraordinary General Meeting of Shareholders
I. Voting on the following matters will be conducted at this general meeting: Proposal on Electing an Independent Director of the Company.
II. The organization of voting is the responsibility of the meeting secretariat. Three scrutineers (one of whom is the chief scrutineer) will be appointed to supervise the voting and vote counting process, with a lawyer witnessing the process on site. Duties of scrutineers:
1. Before voting, arrange for shareholders and shareholder representatives to sit separately from other personnel;
2. Verify the number of shareholders and shareholder representatives present and the number of voting shares they represent;
3. Count and tally the votes, check whether each ballot meets the voting requirements;
4. Tally the voting results of each proposal.
III. Voting rules
1. There is one voting item at this general meeting. Please choose one of "Approve", "Oppose", or "Abstain" and fill in the number of shares voted accordingly. Ballots not filled in as required will be deemed invalid. If the total number of voting rights used by a shareholder on a ballot exceeds the number of voting rights legally owned by the shareholder, the ballot is invalid. If the total number of voting rights used does not exceed the number of voting rights legally owned, the ballot is valid.
2. To ensure the validity of the voting results, shareholders must fill in shareholder information, sign in the "Signature of Shareholder (or Shareholder Representative)" area, and maintain the completeness of shareholder information on the ballot. IV. There is one ballot box at the venue of this general meeting. Please vote in order according to the staff's instructions.
V. After voting, the scrutineers, witnessed by the lawyer, open the ballot box to count the votes, and the chief scrutineer reports the actual voting results of each voting item to the meeting host.
Panda Financial Holding Co., Ltd.
Secretariat of the 2023 Fourth Extraordinary General Meeting of Shareholders
June 12, 2023
Proposal 1:
Panda Financial Holding Co., Ltd.
Proposal on Electing an Independent Director of the Company
The Board of Directors of the Company recently received a written resignation report from Mr. Li Liqing, an independent director of the Company. Due to adjustments in teaching tasks starting this year, the school's management has become increasingly strict, making it difficult to guarantee the performance of independent director duties in terms of time and energy. Therefore, Mr. Li Liqing has requested to resign as independent director of the Company and from corresponding special committees of the Board, resulting in the number of Board members falling below the statutory minimum, and the number of independent directors being less than one-third of the Board members.
In accordance with the "Company Law" and the "Articles of Association of the Company", as recommended by the Board of Directors and reviewed by the Nomination Committee of the Board, it is decided to nominate Mr. Zhang Shujun (candidate materials have been reviewed and approved by the Shanghai Stock Exchange without objection) as a candidate for independent director of the 7th Board of Directors and submit it to the Board for deliberation. The term of office shall run from the date of approval by the general meeting of shareholders until the expiry of the term of the 7th Board of Directors.
Attachment: Resume of Independent Director Candidate Shareholders and shareholder representatives are kindly requested to deliberate!
Board of Directors of Panda Financial Holding Co., Ltd.
June 12, 2023
Attachment: Resume of Independent Director Candidate
Zhang Shujun: Male, born in September 1974, a member of the Communist Party of China, Professor at the School of Business, Sun Yat-sen University, doctoral supervisor, mainly engaged in research and teaching in strategic management, entrepreneurship, and capital markets. Previously served as Director of the Research Center of the Dalian Commodity Exchange, Vice Dean of the School of Business at Sun Yat-sen University, Head of the Business Administration Department. Currently serves as Independent Director of Huashang Bank, Xi'an Chida Aircraft Parts Manufacturing Co., Ltd., Guangdong Mingyang Electric Co., Ltd., and Guangdong Qingyuan Rural Commercial Bank Co., Ltd.
