Last checked at 28 Apr 2022 16:01
28 April 2022
CHINA PACIFIC INSURANCE (GROUP) CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
Notice of the 2021 Annual General Meeting
NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM" or "Annual General Meeting") of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") will be held at Hyatt Regency Chongming, Lane 799, Lanhai Road, Chenjia Town, Chongming District, Shanghai, on Wednesday, 8 June 2022 at 1:30 p.m., for the purpose of considering, and if thought fit, passing the following resolutions.
AS ORDINARY RESOLUTIONS:
1. To consider and approve the report of the Board of Directors of the Company for the year 2021
2. To consider and approve the report of the Board of Supervisors of the Company for the year 2021
3. To consider and approve the annual report of the Company for the year 2021
4. To consider and approve the financial statements and report of the Company for the year 2021
5. To consider and approve the profit distribution plan of the Company for the year 2021
6. To consider and approve the proposal on the appointment of auditors of the Company for the year 2022
7. To consider and approve the proposal on adoption of PRC ASBEs in preparation of financialstatements for H-share market
8. To consider and approve donations of the Company for the year 2022
AS SPECIAL RESOLUTIONS:
9. As special business, to authorise the Board of Directors of the Company to determine if the Company shall allot, issue and deal with, A Shares and H Shares, separately or concurrently, according to market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of each of the A Shares or H Shares of the Company in issue on the date of the passing of this special resolution. However, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new A Shares would require another shareholders' approval at a Shareholders' meeting in accordance with the relevant PRC laws and regulations.
(1) Subject to paragraphs (3) and (4) below and pursuant to the Company Law of the People's Republic of China (the "Company Law") and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed, the Board of Directors shall be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new shares during the Relevant Period (as hereinafter defined) and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:
(a) the class and number of new shares to be issued;
(b) the method of determining the issue price and/or the issue price (including the price range of new Shares);
(c) the starting and closing dates for the issue;
(d) class and number of the new shares to be issued to existing shareholders; and
(e) the making or granting of offers, agreements and options which might require the exercise of such powers.
(2) The approval in paragraph (1) shall authorise the Board of Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period.
(3) The aggregate nominal amount of the new A Shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (1), other than the shares issued pursuant to a Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of each of the A Shares and H Shares of the Company in issue as at the date of passing this resolution.
(4) In exercising the powers granted in paragraph (1), the Board of Directors must (a) comply with the Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.
(5) For the purpose of this resolution:
"Relevant Period" means the period from the date of passing this resolution until the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the 12-month period following the passing of this resolution; and
(c) the revocation or variation of the mandate granted under this resolution by a special resolution of the Company's shareholders in a general meeting.
"Rights Issue" means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.
(6) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, shall be authorised to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (1) above.
(7) The Board of Directors shall be authorised to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, and regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed, and the Articles of Association.
(8) Subject to the approval of the relevant PRC authorities, the Board of Directors shall be authorised to make amendments to the Articles of Association as appropriate and necessary after the completion of the allotment and issue of new shares according to the method of the allotment and issue of new shares by the Company, the type and number of new shares to be allotted and issued by the Company, and the actual shareholding structure of the Company at the time of completion of the allotment and issue of new shares, in order to reflect the changes in the share capital structure and the registered capital of the Company pursuant to the exercise of this mandate.
To authorise the Board to increase the registered capital of the Company to reflect the number of shares authorized to be issued by the Company pursuant to paragraph 1 of the Special Resolution, subject to the resolution to issue shares under paragraph 1 of the Special Resolution, make such amendments to the Articles of Association as he deems appropriate and necessary to reflect the increase in the registered capital of the Company, and to take any other actions and carry out any formalities required to realize the issuance of shares and the increase of the registered capital of the Company pursuant to paragraph 1 of the Special Resolution.
10. To consider and approve the proposed amendments to the Articles of Association of the Company in the manner as set out in the section headed "8. Proposed Amendments to The Articles of Association, The Procedural Rules for Shareholders' General Meetings, The Procedural Rules for the Board of Directors and The Procedural Rules for the Board of Supervisors" in the circular of the Company dated 29 April 2022, to grant an authorization to the chairman or his authorized person to make such revisions to the Articles of Association as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the Articles of Association.
11. To consider and approve the proposed amendments to the Procedural Rules for Shareholders' General Meetings in the manner as set out in the section headed "8. Proposed Amendments to The Articles of Association, The Procedural Rules for Shareholders' General Meetings, The Procedural Rules for the Board of Directors and The Procedural Rules for the Board of Supervisors" in the circular of the Company dated 29 April 2022, to grant an authorization to the chairman or his authorized person to make such revisions to the Procedural Rules for Shareholders' General Meetings as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the Procedural Rules for Shareholders' General Meetings.
12. To consider and approve the proposed amendments to the Procedural Rules for the Board of Directors in the manner as set out in the section headed "8. Proposed Amendments to The Articles of Association, The Procedural Rules for Shareholders' General Meetings, The Procedural Rules for the Board of Directors and The Procedural Rules for the Board of Supervisors" in the circular of the Company dated 29 April 2022, to grant an authorization to the chairman or his authorized person to make such revisions to the Procedural Rules for the Board of Directors as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the Procedural Rules for the Board of Directors.
13. To consider and approve the proposed amendments to the Procedural Rules for the Board of Supervisors in the manner as set out in the section headed "8. Proposed Amendments to The Articles of Association, The Procedural Rules for Shareholders' General Meetings, The Procedural Rules for the Board of Directors and The Procedural Rules for the Board of Supervisors" in the circular of the Company dated 29 April 2022, to grant an authorization to the chairman of the Board of Supervisors or his authorized person to make such revisions to the Procedural Rules for the Board of Supervisors as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the Procedural Rules for the Board of Supervisors.
REPORTS TO BE REVIEWED
14. In relation to the report on performance of Directors and appraisal results of the Company for the year 2021
15. In relation to the report on performance of Supervisors and appraisal results of the Company for the year 2021
16. In relation to the report on performance of independent Directors of the Company for the year 2021
17. The report on the status of related party transactions and the implementation of management system for related party transactions of the Company for the year 2021.
For details on above resolutions and reports, please see the Appendices at http://www.rns-pdf.londonstockexchange.com/rns/7588J_1-2022-4-28.pdf
By Order of the Board of Directors
China Pacific Insurance (Group) Co., Ltd.
KONG Qingwei
Chairman
About CPIC
CPIC is a joint stock company established under the laws of the People's Republic of China with limited liability.
CPIC's registered office is located at 1 South Zhongshan Road, Huangpu District, Shanghai, the People's Republic of China.