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10 Jun 2026 13:34
10 June 2026
CHINA PACIFIC INSURANCE (GROUP) CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
Announcement on Poll Results for the 2025 Annual General Meeting and Distribution of Final Dividends and Adjustment to the Conversion Price of Convertible Bonds
The 2025 annual general meeting (the "AGM") of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") was held on Wednesday, 10 June 2026 at 1:00 p.m. (Beijing time).
I. AGM ATTENDANCE AND VOTING ARRANGEMENTS
As at the date of the AGM, the Company has issued 6,845,041,455 A shares and 2,775,300,000 H shares. The shareholders are entitled to attend the AGM and vote for or against all resolutions proposed at the AGM.
The details for the attendance of the shareholders and the authorised proxies at the AGM were as follows:
Number of shareholders and proxies attending the meeting | 1,143 |
Of which: Number of holders of A shares | 1,142 |
Number of holders of H shares | 1 |
Total number of the voting shares held by attendees | 5,712,046,986 |
Of which: Total number of shares held by holders of A shares | 4,460,773,821 |
Total number of shares held by holders of H shares | 1,251,273,165 |
Percentage of total number of voting shares of the Company (%) | 59.374680 |
Of which: Shares held by holders of A shares | 46.368144 |
Shares held by holders of H shares | 13.006536 |
The AGM was convened in accordance with the requirements of the Company Law of the People's Republic of China and the articles of association of the Company (the "Articles of Association"), and was chaired by Mr. FU Fan, Chairman of the board of directors of the Company.
The executive directors of the Company being Mr. FU Fan and Mr. ZHAO Yonggang, non-executive directors Mr. HUANG Dinan, Ms. LU Qiaoling, Mr. WANG Tayu, Ms. WANG Yuhua, Mr. CHEN Ran, Mr. ZHOU Donghui and Mr. John Robert DACEY, independent non-executive directors Ms. CHEN Xin, Ms. LAM Tyng Yih, Elizabeth, Ms. LO Yuen Man, Elaine, Mr. CHIN Hung I David and Mr. WONG Hin Wing, and employee director Ms. ZHOU Liyun attended the AGM.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar, was appointed as the scrutineer for the vote-taking at the AGM. King & Wood Shanghai Office was appointed as the witnessing lawyer at the AGM.
II. POLL RESULTS
All resolutions as set out in the notice of the AGM dated 20 May 2026 were voted by poll. The poll results in respect of the resolutions proposed at the AGM were as follows:
Ordinary Resolutions | Number of Votes (%) | Total Number of Votes | |||||
For | Against | Abstain | |||||
1. | To consider and approve the report of the Board of Directors of the Company for the year 2025 | 5,700,797,995 （99.803066） | 8,415,625 （0.147331） | 2,833,366 （0.049603） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
2. | To consider and approve the proposed profit distribution plan of the Company for the year 2025 | 5,711,689,510 （99.993742） | 298,050 （0.005218） | 59,426 （0.001040） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
3. | To consider and approve the appointment of auditors of the Company for the year 2026 | 5,710,694,960 （99.976330） | 945,750 （0.016557） | 406,276 （0.007113） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
4. | To consider and approve the budget for external donation projects of the Company for 2026 | 5,699,530,723 （99.780880） | 9,806,247 （0.171676） | 2,710,016 （0.047444） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
5. | To consider and approve the high-quality development plan of the Company for 2026-2028 | 4,956,813,280 (86.778230） | 754,210,830 （13.203863） | 1,022,876 （0.017907） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
6. | To consider and approve the proposed election of Mr. GE Ming as an Independent Director of the tenth session of the Board of Directors of the Company | 5,631,622,085 （98.592013） | 79,989,425 （1.400363） | 435,476 （0.007624） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
7. | To consider and approve the revision of the directors' remuneration management system of the Company | 5,704,524,482 （99.868305） | 7,088,928 （0.124104） | 433,576 （0.007591） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
8. | To consider and approve the measures for the remuneration management of senior management personnel of the Company | 5,704,485,423 （99.867621） | 7,097,087 （0.124247） | 464,476 （0.008132） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
9. | To consider and approve the Directors' remuneration plan of the Company for the year 2026 | 5,711,170,001 （99.984647） | 411,109 （0.007197） | 465,876 （0.008156） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
10. | To consider and approve the formulation of the measures for the wage determination mechanism of the Company | 5,705,335,301 （99.882499） | 6,254,809 （0.109503） | 456,876 （0.007998） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
11. | To consider and approve the authorisation by the shareholders' meeting to the Board of Directors to determine the interim profit distribution plan for 2026 | 5,711,704,310 （99.994001） | 299,050 （0.005235） | 43,626 （0.000764） | 5,712,046,986 | ||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||
Special Resolution | Number of Votes (%) | ||||||
For | Against | Abstain | Total Number of Votes | ||||
12. | As a special matter, to consider and approve the grant of a general mandate by the shareholders' meeting of the Company to the Board of Directors to issue new Shares (details of the resolution are set out in the circular) | 4,897,231,307 （85.735137） | 814,204,626 （14.254165） | 611,053 （0.010698） | 5,712,046,986 | ||
As more than two thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||||
Note: The appraisal report on performance of Directors of the Company for the year 2025, the report on performance of independent Directors of the Company for the year 2025 and the special report on the status of related party transactions of the Company for the year 2025 are not listed here as they are submitted at the AGM for shareholders' review only and no resolution is required for them. For details, please refer to the Company's notice of the AGM dated 20 May 2026.
In accordance with relevant laws and regulations, the appointment of Mr. GE Ming acting as an independent non-executive director of the Company shall be subject to the approval of the regulatory authorities.
The full text of each resolution was set out in the Company's notice of the AGM dated 20 May 2026.
III. PAYMENT OF FINAL DIVIDENDS
The Company will distribute an annual dividend of RMB1.15 (tax inclusive) per share (the "Final Dividends") for the year ended 31 December 2025 in cash. Holders of GDRs whose names appear on the register of GDR holders of the Company will be entitled to receive the Final Dividends, which will be paid via Citibank, N.A, the Company's depositary, in accordance with the terms of the deposit agreement.
IV. ADJUSTMENT TO THE CONVERSION PRICE OF HK$15,556,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2030
References are made to the announcements of the Company dated 10 September 2025, 11 September 2025 and 18 September 2025 in relation to the issue of zero coupon convertible bonds due 2030 in an aggregate principal amount of HK$15,556,000,000 (the "Convertible Bonds").
The terms and conditions of the Convertible Bonds as set out in the offering circular of the Company dated 10 September 2025 (the "CB Terms and Conditions") provided, among other things, that if the Company pays or makes any Capital Distribution (as defined in the CB Terms and Conditions), the Conversion Price (as defined in the CB Terms and Conditions) shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:
A-B |
B |
Where:
A. is the Current Market Price (as defined in the CB Terms and Conditions) per H Share on the date on which the Capital Distribution is first publicly announced; and
B. is the Fair Market Value (as defined in the CB Terms and Conditions) of the portion of Capital Distribution attributable to one H Share.
Such adjustment shall become effective on the date that such Capital Distribution is actually made or, if a record date is fixed therefor, immediately after such record date.
The final dividend has been approved by the AGM on 10 June 2026. With effect from 22 June 2026, being the day immediately after the record date of H Shares, the Conversion Price of the Convertible Bonds will be adjusted from the initial Conversion Price of HK$39.04 per H Share (the "Initial Conversion Price") to the adjusted Conversion Price of HK$37.51 per H Share (the "Adjustment"), in accordance with the CB Terms and Conditions. Save for the abovementioned Adjustment to the Conversion Price, the other terms of the Convertible Bonds remain unchanged.
As at the date of this announcement, the aggregate principal amount under the Convertible Bonds that remains outstanding is HK$15,556,000,000. Immediately following the Adjustment, the maximum number of H Shares issuable by the Company upon full conversion of the Convertible Bonds at the adjusted Conversion Price of HK$37.51 per H Share will be 414,716,075 H Shares, representing an increase of 16,252,961 H Shares (the "Additional Conversion Shares") from 398,463,114 H Shares based on the Initial Conversion Price.
The Additional Conversion Shares will be issued and allotted pursuant to the general mandate approved by the Shareholders at 2024 annual general meeting of the Company held on 11 June 2025 (the "General Mandate"). The Company is entitled to issue and allot a maximum of 555,060,000 H Shares pursuant to the General Mandate, which is sufficient to cover the maximum number of Conversion Shares to be issued after the Adjustment of the Conversion Price pursuant to the CB Terms and Conditions (currently 414,716,075 H Shares).
Application will be made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the listing of, and permission to deal in, the Additional Conversion Shares on the Hong Kong Stock Exchange.
By Order of the Board of Directors
China Pacific Insurance (Group) Co., Ltd.
FU Fan
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.
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