29 February 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 Extraordinary General Meeting
The first extraordinary general meeting (the "EGM") for the year 2024 of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") was held on Thursday, 29 February 2024 at 1:30 p.m. (Beijing time).
POLL RESULTS FOR THE EGM
As of the date of the EGM, the Company has issued 6,845,041,455 A shares and 2,775,300,000 H shares. The shareholders are entitled to attend the EGM and vote for or against all resolutions proposed at the EGM.
The details for the attendance of the shareholders and the authorized proxies at the EGM were as follows:
| Number of shareholders and proxies attending the meeting | 237 |
| Of which: Number of holders of A shares | 236 |
| Number of holders of H shares | 1 |
| Total number of the voting shares held by attendees | 6,113,356,952 |
| Of which: Total number of shares held by holders of A shares | 4,559,284,506 |
| Total number of shares held by holders of H shares | 1,554,072,446 |
| Percentage of total number of voting shares of the Company (%) | 63.546154 |
| Of which: Shares held by holders of A shares | 47.392128 |
| Shares held by holders of H shares | 16.154026 |
The EGM 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 director of the Company, Mr. FU Fan, non-executive directors of the Company, Mr. HUANG Dinan, Mr. WANG Tayu, Mr. CHEN Ran, Mr. ZHOU Donghui, Ms. LU Qiaoling and Mr. John Robert DACEY and independent non-executive directors of the Company, Ms. LIU Xiaodan, Ms. LAM Tyng Yih, Elizabeth, Ms. LO Yuen Man, Elaine, Mr. CHIN Hung I David and Mr. JIANG Xuping attended the EGM. The non-executive director Mr. WU Junhao did not attend the EGM due to other business arrangement.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar, was appointed as the scrutineer for the vote-taking at the EGM. King & Wood Mallesons (Shanghai Office) was appointed as the witnessing lawyer at the EGM.
To the best of the knowledge, information and belief of the directors of the Company, there were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM.
All resolutions as set out in the notice of the EGM dated 5 February 2024 were voted by poll. The poll results in respect of the resolutions proposed at the EGM were as follows:
| Special Resolutions | Number of Votes (%) | Total Number of Votes | |||
| For | Against | Abstain | |||
| 1 | To consider and approve the proposed amendments to the Articles of Association of the Company in the manner stipulated in the section entitled "1. 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" as set out in the circular of the Company dated 6 February 2024 and to authorise the chairman of the Board of Directors or his authorised person 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. | 5,271,957,400
(86.236702) | 637,774,061
(10.432469) | 203,625,491
(3.330829) | 6,113,356,952 |
| As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||
| 2 | To consider and approve the proposed amendments to the Procedural Rules for Shareholders' General Meetings in the manner stipulated in the section entitled "1. 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" as set out in the circular of the Company dated 6 February 2024 and to authorise the chairman of the Board of Directors or his authorised person to make such revisions to the proposed amendments 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 amended Procedural Rules for Shareholders' General Meetings. | 6,098,657,690
(99.759555) | 7,666,645
(0.125408) | 7,032,617
(0.115037) | 6,113,356,952 |
| As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||
| 3 | To consider and approve the proposed amendments to the Procedural Rules for the Board of Directors in the manner stipulated in the section entitled "1. 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" as set out in the circular of the Company dated 6 February 2024 and to authorise the chairman of the Board of Directors or his authorised person to make such revisions to the proposed amendments 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 amended Procedural Rules for the Board of Directors. | 6,106,322,435
(99.884932) | 1,900
(0.000031) | 7,032,617
(0.115037) | 6,113,356,952 |
| As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||
| 4 | To consider and approve the proposed amendments to the Procedural Rules for the Board of Supervisors in the manner stipulated in the section entitled "1. 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" as set out in the circular of the Company dated 6 February 2024 and to authorise the chairman of the Board of Supervisors or his authorised person to make such revisions to the proposed amendments 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 amended Procedural Rules for the Board of Supervisors. | 6,106,322,435
(99.884932) | 1,900
(0.000031) | 7,032,617 (0.115037) | 6,113,356,952 |
| As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||
| Ordinary Resolutions | Number of Votes (%) | Total Number of Votes | |||
| For | Against | Abstain | | ||
| 5 | To consider and approve the election of Directors of the tenth session of the Board of Directors of the Company. | | |||
| 5.1
| To consider and approve the election of Mr. FU Fan as an Executive Director of the tenth session of the Board of Directors of the Company. | 6,047,799,792
(98.927641) | 57,565,470
(0.941634) | 7,991,690
(0.130725) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.2 | To consider and approve the election of Mr. ZHAO Yonggang as an Executive Director of the tenth session of the Board of Directors of the Company. | 6,078,702,558
(99.433136) | 28,645,964
(0.468580) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.3 | To consider and approve the election of Mr. WANG Tayu as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,042,843,255
(98.846563) | 64,505,267
(1.055153) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.4 | To consider and approve the election of Mr. CHEN Ran as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,042,843,255
(98.846563) | 64,505,267
(1.055153) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.5 | To consider and approve the election of Mr. ZHOU Donghui as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 5,434,468,532
(88.894998) | 672,879,990
(11.006718) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.6 | To consider and approve the election of Mr. HUANG Dinan as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,042,843,455
(98.846567) | 64,505,067
(1.055149) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.7 | To consider and approve the election of Ms. LU Qiaoling as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,046,497,853
(98.906344) | 60,850,669
(0.995372) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.8 | To consider and approve the election of Mr. John Robert DACEY as a Non-executive Director of the tenth session of the Board of Directors of the Company. | 5,862,255,627
(95.892579) | 245,092,895
(4.009137) | 6,008,430 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.9 | To consider and approve the election of Ms. LIU Xiaodan as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company. | 5,942,303,174
(97.201966) | 165,045,353
(2.699750) | 6,008,425 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.10 | To consider and approve the election of Ms. LAM Tyng Yih, Elizabeth as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,069,670,806
(99.285398) | 19,378,321
(0.316984) | 24,307,825 (0.397618) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.11 | To consider and approve the election of Ms. LO Yuen Man, Elaine as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,102,226,284
(99.817929) | 5,122,243
(0.083787) | 6,008,425 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.12 | To consider and approve the election of Mr. CHIN Hung I David as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company. | 6,107,329,584
(99.901407) | 18,943
(0.000309) | 6,008,425 (0.098284) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 5.13 | To consider and approve the election of Mr. JIANG Xuping as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company. | 5,948,858,076
(97.309189) | 158,490,451
(2.592527) | 6,008,425 (0.098284) | 6,113,356,952 |
| 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 election of shareholders representative Supervisors of the tenth session of the Board of Supervisors of the Company. | | |||
| 6.1 | To consider and approve the election of Mr. ZHU Yonghong as a shareholders representative Supervisor of the tenth session of the Board of Supervisors of the Company. | 5,667,630,178
(92.708969) | 438,931,149
(7.179871) | 6,795,625 (0.111160) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
| 6.2 | To consider and approve the election of Mr. YUE Lin as a shareholders representative Supervisor of the tenth session of the Board of Supervisors of the Company. | 6,106,542,184
(99.888527) | 19,143
(0.000313) | 6,795,625 (0.111160) | 6,113,356,952 |
| As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
In accordance with relevant laws and regulations, the amended Articles of Association shall become effective upon approval by the regulatory authorities; the amended Procedural Rules for Shareholders' General Meetings, Procedural Rules for the Board of Directors and Procedural Rules for the Board of Supervisors shall become effective upon approval of the amended Articles of Association by the regulatory authorities; and the appointment qualification of Mr. ZHAO Yonggang acting as an executive director of the Company and Mr. YUE Lin 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 notice of the Company dated 5 February 2024.
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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