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.
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