CHINA LIFE INSURANCE COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
中國人壽保險股份有限公司
CHINA LIFE INSURANCE COMPANY LIMITED(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2628) ANNOUNCEMENT RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ELECTION OF MS. LEUNG OI-SIE ELSIE AS AN INDEPENDENT DIRECTOR OF THE FIFTH SESSION OF THE BOARD AND DISTRIBUTION OF FINAL DIVIDENDThe board of directors (the "Board") of China Life Insurance Company Limited (the "Company") announces the poll results in respect of the resolutions proposed at the annual general meeting held on Monday, 30 May 2016 (the "AGM" or "Meeting"). All resolutions were duly passed.
I. VOTING RESULTS AT THE AGMThe AGM was held on Monday, 30 May 2016 at 10:00 a.m. at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China.
Shareholders holding a total of 28,264,705,000 shares of the Company, representing 100% of the total issued share capital of the Company, were entitled to attend and vote on the resolutions proposed at the AGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the AGM.
Shareholders and authorized proxies holding a total of 22,055,782,551 voting shares of the Company, representing 78.032948% of the total voting shares of the Company, attended the AGM. The voting at the Meeting was conducted by way of onsite voting and online voting, and was in
compliance with the relevant provisions of the Company Law of the People's Republic of China 《( 中
華人民共和國公司法》), the Rules for Shareholders' Meetings of Listed Companies 《(
上市公司股東
大會規則》), the Shanghai Stock Exchange Implementation Rules for Online Voting at Shareholders'
Meetings of Listed Companies 《(
上海證券交易所上市公司股東大會網絡投票實施細則》) and the
Articles of Association of the Company.
Total number of shareholders and authorized proxies attending the Meeting | 12 |
including: number of A Share shareholders | 10 |
number of H Share shareholders | 2 |
Total number of shares with voting rights | 22,055,782,551 |
including: total number of shares held by A Share shareholders | 19,327,051,186 |
total number of shares held by H Share shareholders | 2,728,731,365 |
Percentage to the total number of shares with voting rights | 78.032948% |
including: percentage of shares held by A Share shareholders | 68.378747% |
percentage of shares held by H Share shareholders | 9.654201% |
Note: The shareholders attending the Meeting include the shareholders who attended the onsite meeting and the A Share shareholders who attended the Meeting by way of online voting.
The Meeting was chaired by Mr. Yang Mingsheng, the Chairman of the Board. Ten out of the twelve Directors of the Company attended the Meeting, while Executive Director Mr. Xu Hengping and Non-executive Director Mr. Zhang Xiangxian were unable to attend due to other business commitments. Four out of the five Supervisors of the Company attended the Meeting, while Ms. Xiong Junhong was unable to attend due to other business commitments. Certain members of the Senior Management and the Board Secretary also attended the Meeting.
The poll results in respect of the resolutions proposed at the AGM are as follows:
Resolutions | Type of Shareholders | For | Against | Abstain | Attending and Voting | ||||
No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares | |||
As ordinary resolutions | |||||||||
1 | To consider and approve the report of the Board of Directors of the Company for the year 2015 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,692,684 | 99.448876 | 663,720 | 0.024324 | 14,374,961 | 0.526800 | 2,728,731,365 | ||
Total | 22,040,743,870 | 99.931815 | 663,720 | 0.003010 | 14,374,961 | 0.065175 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
2 | To consider and approve the report of the Supervisory Committee of the Company for the year 2015 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,709,829 | 99.449505 | 670,370 | 0.024567 | 14,351,166 | 0.525928 | 2,728,731,365 | ||
Total | 22,040,761,015 | 99.931893 | 670,370 | 0.003039 | 14,351,166 | 0.065068 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
Resolutions | Type of Shareholders | For | Against | Abstain | Attending and Voting | ||||
No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares | |||
3 | To consider and approve the financial report of the Company for the year 2015 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,716,414 | 99.449746 | 672,200 | 0.024634 | 14,342,751 | 0.525620 | 2,728,731,365 | ||
Total | 22,040,767,600 | 99.931923 | 672,200 | 0.003048 | 14,342,751 | 0.065029 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
4 | To consider and approve the profit distribution plan of the Company for the year 2015 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,794,919 | 99.452623 | 662,160 | 0.024266 | 14,274,286 | 0.523111 | 2,728,731,365 | ||
Total | 22,040,846,105 | 99.932279 | 662,160 | 0.003002 | 14,274,286 | 0.064719 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
5 | To consider and approve the remuneration of the Directors and Supervisors of the Company | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,429,667,401 | 89.040183 | 278,087,870 | 10.191105 | 20,976,094 | 0.768712 | 2,728,731,365 | ||
Total | 21,756,718,587 | 98.644056 | 278,087,870 | 1.260839 | 20,976,094 | 0.095105 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
6 | To consider and approve the election of Ms. Leung Oi-Sie Elsie as an Independent Director of the fifth session of the Board of Directors of the Company | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,711,301,804 | 99.361258 | 2,230,345 | 0.081735 | 15,199,216 | 0.557007 | 2,728,731,365 | ||
Total | 22,038,352,990 | 99.920975 | 2,230,345 | 0.010112 | 15,199,216 | 0.068913 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. The qualification of Ms. Leung Oi-Sie Elsie as a Director of the Company is subject to the approval of the China Insurance Regulatory Commission (the "CIRC"). | |||||||||
7 | To consider and approve the remuneration of auditors of the Company for the year 2015 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,097,789 | 99.427075 | 1,329,015 | 0.048705 | 14,304,561 | 0.524220 | 2,728,731,365 | ||
Total | 22,040,148,975 | 99.929118 | 1,329,015 | 0.006026 | 14,304,561 | 0.064856 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
8 | To consider and approve the appointment of auditors of the Company for the year 2016 | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,710,587,039 | 99.335064 | 1,536,475 | 0.056307 | 16,607,851 | 0.608629 | 2,728,731,365 | ||
Total | 22,037,638,225 | 99.917734 | 1,536,475 | 0.006967 | 16,607,851 | 0.075299 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
9 | To consider and approve the Company's continued donations to China Life Foundation | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,711,257,039 | 99.359617 | 874,475 | 0.032047 | 16,599,851 | 0.608336 | 2,728,731,365 | ||
Total | 22,038,308,225 | 99.920772 | 874,475 | 0.003965 | 16,599,851 | 0.075263 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
10 | To consider and approve the proposed amendments to the Procedural Rules for the Board of Directors Meetings | A Share shareholders | 19,327,051,186 | 100.000000 | 0 | 0.000000 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 2,713,661,674 | 99.447740 | 706,120 | 0.025877 | 14,363,571 | 0.526383 | 2,728,731,365 | ||
Total | 22,040,712,860 | 99.931675 | 706,120 | 0.003201 | 14,363,571 | 0.065124 | 22,055,782,551 | ||
The resolution was duly passed as an ordinary resolution. | |||||||||
Resolutions | Type of Shareholders | For | Against | Abstain | Attending and Voting | ||||
No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares Voted | Percentage % | No. of Shares | |||
As a special resolution | |||||||||
11 | To grant a general mandate to the Board of Directors of the Company to allot, issue and deal with new H Shares of the Company of an amount of not more than 20% of the H Shares in issue as at the date of passing of this special resolution | A Share shareholders | 19,323,803,586 | 99.983197 | 3,247,600 | 0.016803 | 0 | 0.000000 | 19,327,051,186 |
H Share shareholders | 610,370,701 | 22.368296 | 2,100,403,925 | 76.973642 | 17,956,739 | 0.658062 | 2,728,731,365 | ||
Total | 19,934,174,287 | 90.380716 | 2,103,651,525 | 9.537869 | 17,956,739 | 0.081415 | 22,055,782,551 | ||
The resolution was duly passed as a special resolution. | |||||||||
Received relevant reports | |||||||||
12 | To receive the duty report of the Independent Directors of the Board of Directors of the Company for the year 2015 | ||||||||
13 | To receive the report on the status of connected transactions and the execution of connected transactions management system of the Company for the year 2015 | ||||||||
Pursuant to the relevant laws and regulations of the PRC, the Company announces the poll results of A Share shareholders who individually or in aggregate hold less than 5% of the shares of the Company in respect of Resolutions No. 3 to No. 6 proposed at the AGM as follows:
China Life Insurance Co. Ltd. published this content on 30 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 May 2016 14:56:00 UTC.
Original documenthttp://www.e-chinalife.com/IRchannel/files/announcement_20160530_EN_1.pdf
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