REG - China Pacific Insur. - Announcement on Poll Results for the EGM
29/02/2024 14:15
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RNS Number : 0193F China Pacific Insurance Grp Co. Ltd 29 February 2024
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 5,271,957,400 637,774,061 203,625,491 6,113,356,952
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 (86.236702) (10.432469) (3.330829)
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.
As
more
than
two
-thir
ds of
the
votes
were
cast
in
favou
r of
this
resol
ution
,
the
resol
ution
was
duly
passe
d as
a
speci
al
resol
ution
.
2 To consider and approve the proposed amendments to the Procedural Rules for 6,098,657,690 7,666,645 7,032,617 6,113,356,952
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" (99.759555) (0.125408) (0.115037)
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.
As
more
than
two
-thir
ds of
the
votes
were
cast
in
favou
r of
this
resol
ution
,
the
resol
ution
was
duly
passe
d as
a
speci
al
resol
ution
.
3 To consider and approve the proposed amendments to the Procedural Rules for 6,106,322,435 1,900 7,032,617 6,113,356,952
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 (99.884932) (0.000031) (0.115037)
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.
As
more
than
two
-thir
ds of
the
votes
were
cast
in
favou
r of
this
resol
ution
,
the
resol
ution
was
duly
passe
d as
a
speci
al
resol
ution
.
4 To consider and approve the proposed amendments to the Procedural Rules for 6,106,322,435 1,900 7,032,617 6,113,356,952
the Board of Supervisors in the manner stipulated in the section entitled "1.
Proposed Amendments to The Articles of Association, The Procedural Rules for (0.115037)
Shareholders' General Meetings, The Procedural Rules for the Board of
Directors and The Procedural Rules for the Board of Supervisors" as set out in (99.884932) (0.000031)
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.
As
more
than
two
-thir
ds of
the
votes
were
cast
in
favou
r of
this
resol
ution
,
the
resol
ution
was
duly
passe
d as
a
speci
al
resol
ution
.
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 6,047,799,792 57,565,470 7,991,690 6,113,356,952
the tenth session of the Board of Directors of the Company.
(98.927641) (0.941634) (0.130725)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.2 To consider and approve the election of Mr. ZHAO Yonggang as an Executive 6,078,702,558 28,645,964 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(99.433136) (0.468580)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.3 To consider and approve the election of Mr. WANG Tayu as a Non-executive 6,042,843,255 64,505,267 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(98.846563) (1.055153)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.4 To consider and approve the election of Mr. CHEN Ran as a Non-executive 6,042,843,255 64,505,267 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(98.846563) (1.055153)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.5 To consider and approve the election of Mr. ZHOU Donghui as a Non-executive 5,434,468,532 672,879,990 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(88.894998) (11.006718)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.6 To consider and approve the election of Mr. HUANG Dinan as a Non-executive 6,042,843,455 64,505,067 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(98.846567) (1.055149)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.7 To consider and approve the election of Ms. LU Qiaoling as a Non-executive 6,046,497,853 60,850,669 6,008,430 6,113,356,952
Director of the tenth session of the Board of Directors of the Company.
(0.098284)
(98.906344) (0.995372)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.8 To consider and approve the election of Mr. John Robert DACEY as a 5,862,255,627 245,092,895 6,008,430 6,113,356,952
Non-executive Director of the tenth session of the Board of Directors of the
Company. (0.098284)
(95.892579) (4.009137)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.9 To consider and approve the election of Ms. LIU Xiaodan as an Independent 5,942,303,174 165,045,353 6,008,425 6,113,356,952
Non-executive Director of the tenth session of the Board of Directors of the
Company. (0.098284)
(97.201966) (2.699750)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.10 To consider and approve the election of Ms. LAM Tyng Yih, Elizabeth as an 6,069,670,806 19,378,321 24,307,825 6,113,356,952
Independent Non-executive Director of the tenth session of the Board of
Directors of the Company. (0.397618)
(99.285398) (0.316984)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.11 To consider and approve the election of Ms. LO Yuen Man, Elaine as an 6,102,226,284 5,122,243 6,008,425 6,113,356,952
Independent Non-executive Director of the tenth session of the Board of
Directors of the Company. (0.098284)
(99.817929) (0.083787)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.12 To consider and approve the election of Mr. CHIN Hung I David as an 6,107,329,584 18,943 6,008,425 6,113,356,952
Independent Non-executive Director of the tenth session of the Board of
Directors of the Company. (0.098284)
(99.901407) (0.000309)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
5.13 To consider and approve the election of Mr. JIANG Xuping as an Independent 5,948,858,076 158,490,451 6,008,425 6,113,356,952
Non-executive Director of the tenth session of the Board of Directors of the
Company. (0.098284)
(97.309189) (2.592527)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
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 5,667,630,178 438,931,149 6,795,625 6,113,356,952
representative Supervisor of the tenth session of the Board of Supervisors of
the Company. (0.111160)
(92.708969) (7.179871)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
6.2 To consider and approve the election of Mr. YUE Lin as a shareholders 6,106,542,184 19,143 6,795,625 6,113,356,952
representative Supervisor of the tenth session of the Board of Supervisors of
the Company. (0.111160)
(99.888527) (0.000313)
As
more
than
half
of
the
votes
were
cast
in
favou
r of
this
resol
ution
, the
resol
ution
was
duly
passe
d as
an
ordin
ary
resol
ution
.
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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