REG - China Pacific Insur. - Result of 2023 AGM
06/06/2024 11:45
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RNS Number : 4423R China Pacific Insurance Grp Co. Ltd 06 June 2024
6 June 2024
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 2023 Annual General Meeting
The 2023 annual general meeting (the "AGM") of China Pacific Insurance
(Group) Co., Ltd. (the "Company" or "CPIC") was held on Thursday, 6 June 2024
at 2:00 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 377
Of which: Number of holders of A shares 376
Number of holders of H shares 1
Total number of the voting shares held by attendees 6,058,953,052
Of which: Total number of shares held by holders of A shares 4,532,239,786
Total number of shares held by holders of H shares 1,526,713,266
Percentage of total number of voting shares of the Company (%) 62.980645
Of which: Shares held by holders of A shares 47.111008
Shares held by holders of H shares 15.869637
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.
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 6 May 2024 and the
supplemental notice of the AGM dated 21 May 2024 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 6,052,965,294 1,783,208 4,204,550 6,058,953,052
for the year 2023
(99.901175) (0.029431) (0.069394)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
2. To consider and approve the report of the Board of Supervisors of the 6,053,723,294 1,025,208 4,204,550 6,058,953,052
Company for the year 2023
(99.913685) (0.016921) (0.069394)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
3 To consider and approve the annual report of the Company for the year 2023 6,053,723,294 485,143 4,744,615 6,058,953,052
(99.913685) (0.008007) (0.078308)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
4 To consider and approve the financial statements and report of the Company 6,053,723,294 485,143 4,744,615 6,058,953,052
for the year 2023
(99.913685) 0.008007) (0.078308)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
5 To consider and approve the profit distribution plan of the Company for the 6,057,872,509 188,143 892,400 6,058,953,052
year 2023
(99.982166) (0.003105) (0.014729)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
6 To consider and approve the appointment of auditors of the Company for the 6,056,559,294 256,343 2,137,415 6,058,953,052
year 2024
(99.960492) (0.004231) (0.035277)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
7 To consider and approve the external donations by the Company 6,038,264,750 17,258,702 3,429,600 6,058,953,052
(99.658550) (0.284846) (0.056604)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
8 To consider and approve the election of Non-executive Directors of the tenth
session of the Board of Directors of the Company
8.1 To consider and approve the election of Mr. XIE Weiqing as a Non-executive 5,975,841,572 81,382,959 1,728,521 6,058,953,052
Director of the tenth session of the Board of Directors of the Company
(98.628286) (1.343186) (0.028528)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
8.2 To consider and approve the election of Mr. CAI Qiang, John as a Non-executive 5,975,994,898 81,229,633 1,728,521 6,058,953,052
Director of the tenth session of the Board of Directors of the Company
(98.630817) (1.340655) (0.028528)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
9 To consider and approve the election of Mr. DONG Zhiqiang as a Shareholder 6,056,960,317 916,735 1,076,000 6,058,953,052
representative Supervisor of the tenth session of the Board of Supervisors of
the Company (99.967111) (0.015130) (0.017759)
As more
than
half of
the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as an
ordinar
y
resolut
ion.
Special Resolution Number of Votes (%) Total
Number of
Votes
For Against Abstain
10 To consider and approve the proposed amendments to the Articles of Association 6,048,527,025 8,507,179 1,918,848 6,058,953,052
of the Company in the manner stipulated in the section entitled "Proposed
Amendments to the Articles of Association" as set out in the Appendix and to (99.827924) (0.140406) (0.031670)
authorize the chairman or his authorized person(s) to make such revisions to
the proposed amendments 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 amended Articles of Association
As more
than
two
-thirds
of the
votes
were
cast in
favour
of this
resolut
ion,
the
resolut
ion was
duly
passed
as a
special
resolut
ion.
Note: The report on performance of Directors and appraisal results of the
Company for the year 2023, the report on performance of Supervisors and
appraisal results of the Company for the year 2023, the report on performance
of independent Directors of the Company for the year 2023, the special report
on the status of related party transactions for the year 2023 and the
assessment report on internal transactions for the year 2023 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 notice of
the Company dated 6 May 2024.
In accordance with relevant laws and regulations, the amended Articles of
Association shall become effective upon approval by the regulatory
authorities; and the appointment qualification of Mr. XIE Weiqing and Mr. CAI
Qiang, John acting as an non-executive directors of the Company and Mr. DONG
Zhiqiang acting as a shareholder representative supervisor 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 6 May 2024 and supplemental notice of the AGM dated 21 May 2024.
III. PAYMENT OF FINAL DIVIDENDS
The Company will distribute an annual dividend of RMB1.02 (tax inclusive) per
share (the "Final Dividends") for the year ended 31 December 2023 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.
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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