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 for the year 2023
|
6,052,965,294
(99.901175)
|
1,783,208
(0.029431)
|
4,204,550
(0.069394)
|
6,058,953,052
|
|
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 2023
|
6,053,723,294
(99.913685)
|
1,025,208
(0.016921)
|
4,204,550
(0.069394)
|
6,058,953,052
|
|
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 report of the Company for the year
2023
|
6,053,723,294
(99.913685)
|
485,143
(0.008007)
|
4,744,615
(0.078308)
|
6,058,953,052
|
|
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 2023
|
6,053,723,294
(99.913685)
|
485,143
0.008007)
|
4,744,615
(0.078308)
|
6,058,953,052
|
|
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 2023
|
6,057,872,509
(99.982166)
|
188,143
(0.003105)
|
892,400
(0.014729)
|
6,058,953,052
|
|
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 appointment of auditors of the Company for
the year 2024
|
6,056,559,294
(99.960492)
|
256,343
(0.004231)
|
2,137,415
(0.035277)
|
6,058,953,052
|
|
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 external donations by the
Company
|
6,038,264,750
(99.658550)
|
17,258,702
(0.284846)
|
3,429,600
(0.056604)
|
6,058,953,052
|
|
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 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 Director of the tenth session of the
Board of Directors of the Company
|
5,975,841,572
(98.628286)
|
81,382,959
(1.343186)
|
1,728,521
(0.028528)
|
6,058,953,052
|
|
As more than half of the votes were
cast in favour of this resolution, the resolution was duly passed
as an ordinary resolution.
|
|
8.2
|
To consider and approve the election
of Mr. CAI Qiang, John as a Non-executive Director of the tenth
session of the Board of Directors of the Company
|
5,975,994,898
(98.630817)
|
81,229,633
(1.340655)
|
1,728,521
(0.028528)
|
6,058,953,052
|
|
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 election
of Mr. DONG Zhiqiang as a Shareholder representative Supervisor of
the tenth session of the Board of Supervisors of the
Company
|
6,056,960,317
(99.967111)
|
916,735
(0.015130)
|
1,076,000
(0.017759)
|
6,058,953,052
|
|
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 (%)
|
Total
Number of
Votes
|
|
For
|
Against
|
Abstain
|
|
10
|
To consider and approve the proposed
amendments to the Articles of Association 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
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
|
6,048,527,025
(99.827924)
|
8,507,179
(0.140406)
|
1,918,848
(0.031670)
|
6,058,953,052
|
|
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 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.