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28 May 2021 13:31
28 May 2021
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 2020 Annual General Meeting
The 2020 annual general meeting (the "AGM") of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") was held at Grand Millennium Shanghai HongQiao on Friday, 28 May 2021 at 1:30 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 | 106 |
Of which: Number of holders of A shares | 101 |
Number of holders of H shares | 5 |
Total number of the voting shares held by attendees | 5,822,097,650 |
Of which: Total number of shares held by holders of A shares | 4,339,330,036 |
Total number of shares held by holders of H shares | 1,482,767,614 |
Percentage of total number of voting shares of the Company (%) | 60.518618 |
Of which: Shares held by holders of A shares | 45.105780 |
Shares held by holders of H shares | 15.412838 |
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. KONG Qingwei, Chairman of the board of directors of the Company.
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 Mallesons (Shanghai office) was appointed as the witnessing lawyer at the AGM.
To the best of the knowledge, information and belief of the directors of the Company, there were no restrictions on any shareholder to cast votes on any of the proposed resolutions at the AGM.
II. POLL RESULTS
All resolutions as set out in the notice of the AGM dated 23 April 2021 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 2020 | 5,815,984,660 99.895004 | 630,990 0.010837 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 report of the Board of Supervisors of the Company for the year 2020 | 5,816,029,660 99.895777 | 585,990 0.010064 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 annual reports of the Company for the year 2020 | 5,816,130,160 99.897503 | 485,490 0.008338 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 financial statements and report of the Company for the year 2020 | 5,816,130,160 99.897503 | 485,490 0.008338 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 profit distribution plan of the Company for the year 2020 | 5,820,047,960 99.964795 | 438,490 0.007531 | 1,611,200 0.027674 | 5,822,097,650 | ||||
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 proposal on the appointment of auditors of the Company for the year 2021 | 5,813,604,290 99.854119 | 6,882,160 0.118207 | 1,611,200 0.027674 | 5,822,097,650 | ||||
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 due diligence report of the Directors of the Company for the year 2020 | 5,815,980,560 99.894933 | 635,090 0.010908 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 report on performance of Independent Directors of the Company for the year 2020 | 5,815,980,560 99.894933 | 635,090 0.010908 | 5,482,000 0.094159 | 5,822,097,650 | ||||
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 donations for the year 2021 of the Company | 5,816,901,460 99.910751 | 3,584,990 0.061575 | 1,611,200 0.027674 | 5,822,097,650 | ||||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||||||
Special Resolutions |
Number of Votes (%) | Total Number of Votes | |||||||
For | Against | Abstain | |||||||
10 | To consider and approve the change of the registered capital of the Company from RMB9,062,000,000 to RMB9,620,341,455 | 5,819,955,960 99.963214 | 530,490 0.009112 | 1,611,200 0.027674 | 5,822,097,650 | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||||||
11 | To consider and approve the proposed amendments to the Articles of Association of the Company | 5,819,690,260
99.958651 | 796,190
0.013675 | 1,611,200
0.027674 | 5,822,097,650 | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||||||
12 | To consider and approve the proposed amendments to the rules of procedure for Shareholders' general meetings | 5,819,854,560
99.961473 |
630,990
0.010838
| 1,612,100
0.027689 | 5,822,097,650 | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||||||
13 | To consider and approve the proposal on the grant of general mandate to the Board of Directors to issue new Shares of the Company |
4,719,932,235
81.069273 |
1,100,432,715
18.900966 |
1,732,700
0.029761 |
5,822,097,650 | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||||||
The full text of each resolution was set out in the Company's notice of the AGM dated 23 April 2021.
III. PAYMENT OF FINAL DIVIDENDS
The Company will distribute an annual dividend of RMB1.2 (tax inclusive) per share for the year ended 31 December 2020 and 30th Anniversary Special Dividend of RMB0.1 (tax inclusive) per share (the "Final Dividends") 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.
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.
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