Dividend Distribution - Bank of China approved the distribution of dividends for the third phase of domestic preferred shares at a rate of 3.48%, amounting to RMB 2.5404 billion, and for the fourth phase at a rate of 3.27%, amounting to RMB 0.8829 billion[6]. - The bank's independent non-executive directors expressed that the proposed dividend distribution complies with legal regulations and the company's articles of association, ensuring no harm to the bank or shareholders[6]. Financial Bonds - The bank plans to issue financial bonds with a total scale not exceeding RMB 350 billion for general purposes, effective from the date of shareholder meeting approval until the next annual shareholder meeting[7]. - The bank's total issuance of financial bonds is aimed at enhancing its capital structure and supporting its general operational needs[7]. Board of Directors - The board of directors unanimously approved the first quarter report for 2025, with all 15 directors voting in favor[4]. - The board approved the nomination of Giovanni Tria for reappointment as an independent non-executive director, with 14 votes in favor and 1 abstention due to conflict of interest[11]. - The bank's board of directors has made adjustments to the professional committee chairpersons and members, with new appointments effective upon regulatory approval[15]. - The board approved amendments to the company's articles of association and meeting rules, with all proposals receiving unanimous support[8]. - The bank will hold its 2024 annual general meeting, with several key proposals submitted for shareholder approval[17]. Independent Director Nomination - Giovanni Tria - Giovanni Tria has over 40 years of academic and professional experience in macroeconomics, price policy, and economic development[22]. - Giovanni Tria served as Italy's Minister of Economy and Finance from 2016 to 2018 and was a member of the IMF Board[22]. - Giovanni Tria has held various advisory roles, including as an advisor to the Italian government from March 2021 to October 2022[22]. - Giovanni Tria has confirmed his independence and compliance with the qualifications required for independent directors as per Chinese regulations[24]. - Giovanni Tria has no significant business relationships or conflicts of interest that would affect his independence[25]. - Giovanni Tria has not been subject to any administrative or criminal penalties by the China Securities Regulatory Commission in the last 36 months[27]. - Giovanni Tria has committed to fulfilling his duties as an independent director without influence from major shareholders or related parties[28]. - Giovanni Tria's tenure as an independent director at Bank of China will not exceed six years[27]. - Giovanni Tria has participated in training and obtained relevant certification recognized by the stock exchange[24]. - Giovanni Tria's experience includes roles at the World Bank and the International Labour Organization, enhancing his qualifications for the position[22]. Independent Director Nomination - Other Candidates - The nominee possesses over 5 years of experience in legal, economic, accounting, finance, or management, essential for fulfilling independent director responsibilities[31]. - The nominee has participated in training and obtained certification recognized by the stock exchange[31]. - The nominee does not hold any shares exceeding 1% of the company's issued shares, ensuring independence[32]. - The nominee has no adverse records, having passed the qualification review by the Bank of China Limited's Human Resources and Compensation Committee[33]. - The nominee has not been subject to administrative penalties or criminal sanctions by the China Securities Regulatory Commission in the last 36 months[34]. - The nominee's concurrent positions as an independent director in domestic listed companies do not exceed three, and tenure at Bank of China Limited has not surpassed six years[34]. - The nominee has extensive experience in auditing, corporate restructuring, and risk management, holding qualifications as a Hong Kong Certified Public Accountant[36]. - The nominee holds a Bachelor's degree in Commerce from the University of Toronto and an MBA from York University[36]. - The nomination is backed by the Board of Directors of Bank of China Limited, ensuring a thorough verification of the nominee's qualifications[34]. Independent Director Candidate - Hu Zhanyun - The independent director candidate, Hu Zhanyun, has over 5 years of relevant work experience in law, economics, accounting, finance, or management[38]. - Hu Zhanyun has confirmed compliance with the qualifications required by the Company Law of the People's Republic of China and other relevant regulations[39]. - There are no conflicts of interest or relationships that could affect Hu Zhanyun's independence as an independent director[40]. - Hu Zhanyun has not been subject to any administrative or criminal penalties by the China Securities Regulatory Commission in the last 36 months[41]. - The number of domestic listed companies where Hu Zhanyun serves as an independent director does not exceed 3[41]. - Hu Zhanyun possesses a registered accountant qualification and has over 5 years of full-time work experience in accounting, auditing, or financial management[41]. - Hu Zhanyun commits to comply with all relevant laws, regulations, and rules during the tenure as an independent director[42]. - Hu Zhanyun will resign if any circumstances arise that affect his qualifications as an independent director[42]. - The nomination has been reviewed and approved by the Human Resources and Compensation Committee of the Board of Directors of the Bank of China[40]. - The statement confirms the independence and qualifications of Hu Zhanyun as an independent director candidate[43]. Independent Director Nomination - General Qualifications - The nominee for the independent director position at Bank of China has over 5 years of relevant work experience in law, economics, accounting, finance, or management[45]. - The nominee has passed the qualification review by the Bank of China's Human Resources and Compensation Committee, confirming no conflicts of interest[47]. - The nominee has not been subject to any administrative penalties or criminal sanctions by the China Securities Regulatory Commission in the last 36 months[48]. - The nominee has extensive accounting knowledge and experience, holding a CPA qualification with over 5 years of full-time work in accounting, auditing, or financial management[48]. - The nominee's tenure as an independent director at Bank of China will not exceed 6 years, and they serve as an independent director at no more than three domestic listed companies[48]. - The nominee has participated in training and obtained relevant certification recognized by the stock exchange[45]. - The nominee does not hold more than 1% of the issued shares of the listed company or is not among the top ten shareholders[46]. - The nominee has no significant business dealings with the listed company or its controlling shareholders[46]. - The nominee has not been publicly reprimanded by the stock exchange or received three or more critical notices in the last 36 months[48]. - The nominee has a clean record with no major credit issues or other disqualifying circumstances[48]. Independent Director Nomination - Gao Meiyi - The nominee, Gao Meiyi, has over 5 years of relevant experience in law, economics, accounting, finance, and management, qualifying her for the independent director position at Bank of China Limited[53]. - The nominee has participated in training and obtained certification recognized by the securities exchange, confirming her qualifications[60]. - The nominee confirms independence, stating she does not hold more than 1% of the company's issued shares or have significant relationships that could affect her independence[54]. - The nominee has no adverse records that would impact her integrity or qualifications for the independent director role[55]. - The nominee has not been subject to administrative penalties or criminal charges by the China Securities Regulatory Commission in the last 36 months[56]. - The nominee's concurrent positions as an independent director in domestic listed companies do not exceed three, ensuring compliance with regulations[56]. - The nominee commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange during her tenure[57]. - The nominating party, Bank of China Limited, believes the nominee meets all legal and regulatory requirements for the independent director position[60]. - The nominee has confirmed her understanding of the responsibilities of an independent director and the consequences of false statements[55]. - The nominee will resign if any circumstances arise that affect her qualifications as an independent director[57]. Independent Director Nomination - General Compliance - The nominated individual has passed the qualification review by the Board of Directors and the Human Resources and Compensation Committee of China Bank[62]. - The nominated individual has no adverse records in the last 36 months, including administrative penalties or criminal charges by the China Securities Regulatory Commission[63]. - The nominated individual has not been publicly reprimanded by the stock exchange or received more than three critical notices in the last 36 months[63]. - The nominated individual does not hold positions in more than three domestic listed companies as an independent director[63]. - The nominated individual has not served as an independent director for more than six consecutive years at China Bank[63]. - The nominated individual has no close relationships that could affect independent performance[62]. - The nominated individual has confirmed compliance with the requirements of the Shanghai Stock Exchange's self-regulatory guidelines for independent directors[62]. - The nominated individual has not been involved in any significant business dealings with the company or its major shareholders[63]. - The nominated individual has not been dismissed from independent director positions due to absence from board meetings[63]. - The nominated individual has no circumstances that would affect their integrity or qualifications as an independent director[63].
中国银行(03988) - 2025 Q1 - 季度业绩