NEW CHINA LIFE INSURANCE COMPANY LTD. 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.
新華人壽保險股份有限公司
NEW CHINA LIFE INSURANCE COMPANY LTD.(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01336) POLL RESULTS OF THE ANNUAL GENERAL MEETING OF 2016 AND DISTRIBUTION OF 2016 ANNUAL DIVIDEND CONVENING AND ATTENDANCE OF THE MEETINGThe annual general meeting of 2016 (the "Meeting") of New China Life Insurance Company Ltd. (the "Company") was held by way of a physical meeting on 27 June 2017 at NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC.
The Meeting was convened by the board of directors (the "Board") of the Company. Mr. WAN Feng, chairman of the Board, presided over the Meeting. The Meeting adopted both onsite voting and, for the A Share shareholders only, online voting. Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, was appointed by the Company as the scrutineer for the voting.
The convening of the Meeting was in compliance with the requirements of the applicable PRC laws and regulations, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of New China Life Insurance Company Ltd. (the "Articles of Association"). 9 of the 11 directors, 4 of the 4 supervisors and the board secretary of the Company were present at the Meeting. Certain members of the senior management of the Company also attended the Meeting.
The total number of issued shares of the Company as at the date of the Meeting was 3,119,546,600 shares, of which the A Shares and the H Shares were 2,085,439,340 and 1,034,107,260 respectively, which was the total number of eligible shares that entitled the shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the Meeting.
To the best knowledge, information and belief of the directors of the Company, there was no restriction on any shareholder casting votes on any of the proposed resolutions at the Meeting and no shareholder has a material interest in the matters considered at the Meeting and was required to abstain from voting at the Meeting.
Details about the attendance of the shareholders and authorized proxies at the Meeting are set out as follows:
Total number of shareholders and authorised proxies present at the Meeting | 31 |
Of which: Total number of A Share shareholders | 30 |
Total number of H Share shareholders | 1 |
Total number of voting shares held by the attendees | 1,883,872,846 |
Of which: Total number of shares held by A Share shareholders | 1,438,967,689 |
Total number of shares held by H Share shareholders | 444,905,157 |
Percentage of the total number of voting shares of the Company (%) | 60.389316 |
Of which: Percentage of voting shares held by A Share shareholders to the total number of voting shares of the Company | 46.127463 |
Percentage of voting shares held by H Share shareholders to the total number of voting shares of the Company | 14.261853 |
The voting results in respect of the resolutions at the Meeting are set out as follows:
Ordinary Resolutions | Number of Votes & Percentage of the total voting shares at the Meeting (%) | |||
For | Against | Abstained | ||
1. | To consider and approve the proposal on the | 1,882,580,805 | 16,800 | 1,275,241 |
Report of the Board for the Year 2016; | 99.931416 | 0.000891 | 0.067693 | |
2. | To consider and approve the proposal on the | 1,883,567,146 | 16,800 | 288,900 |
Report of the Board of Supervisors for the Year | 99.983773 | 0.000892 | 0.015335 | |
2016; | ||||
3. | To consider and approve the proposal on the | 1,883,567,146 | 16,800 | 288,900 |
annual report and its summary for the year 2016; | 99.983773 | 0.000892 | 0.015335 | |
4. | To consider and approve the proposal on the final | 1,883,567,146 | 16,800 | 288,900 |
accounting for the year 2016; | 99.983773 | 0.000892 | 0.015335 | |
5. | To consider and approve the proposal on the | 1,883,583,946 | 0 | 288,900 |
profit distribution plan for the year 2016; | 99.984665 | 0.000000 | 0.015335 | |
6. | To consider and approve the proposal on the | 1,883,567,146 | 16,800 | 288,900 |
Report of Performance of the Directors for the | 99.983773 | 0.000892 | 0.015335 | |
Year 2016; | ||||
7. | To consider and approve the proposal on the | 1,883,567,146 | 16,800 | 288,900 |
Report of Performance of the Independent Non- | 99.983773 | 0.000892 | 0.015335 | |
executive Directors for the Year 2016; | ||||
Ordinary Resolutions | Number of Votes & Percentage of the total voting shares at the Meeting (%) | |||
For | Against | Abstained | ||
8. | To consider and approve the proposal on the election of independent non-executive Director of the sixth session of the Board; | 1,883,485,846 99.979457 | 98,100 0.005208 | 288,900 0.015335 |
9. | To consider and approve the proposal on the appointment of accounting firms for the year 2017; | 1,859,560,177 99.019619 | 11,553,669 0.615221 | 6,857,600 0.365160 |
10. | To consider and approve the supplemental proposal on the e l ection of shareholder representative supervisor of the sixth session of the board of supervisors; | 1,863,162,813 98.902904 | 20,363,933 1.080985 | 303,500 0.016111 |
The ordinary resolutions above were duly passed as more than 1/2 of the votes were cast in favour of each resolution by the shareholders and authorised proxies present at the Meeting. | ||||
Special Resolution | Number of Votes & Percentage of the total voting shares at the Meeting (%) | |||
For | Against | Abstained | ||
11. | To consider and approve the proposal on the general mandate to the Board to issue new Shares. | 1,749,526,813 92.868625 | 134,057,133 7.116040 | 288,900 0.015335 |
The special resolution above was duly passed as more than 2/3 of the votes were cast in favour of the resolution by the shareholders and authorised proxies present at the Meeting. | ||||
The full text of all proposals above was set out in the circular and notice of the Meeting published by the Company on 12 May 2017 and the supplemental notice of the Meeting published by the Company on 13 June 2017.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORAt the Meeting, the proposal on the election of independent non-executive director of the sixth session of the Board was duly approved by the shareholders of the Company. In accordance with the relevant laws and regulatory requirements of the PRC, the directorship qualification of Mr. GENG Jianxin is subject to the approval of the China Insurance Regulatory Commission, and the appointment of Mr. GENG Jianxin will take effect when such approval is obtained. The biographical details and other relevant information of Mr. GENG Jianxin were set out in the circular of the Meeting published by the Company on 12 May 2017. As at the date of this announcement, there has been no change to such information.
APPOINTMENT OF SUPERVISORAt the Meeting, the supplemental proposal on the election of shareholder representative supervisor of the sixth session of the board of supervisors was duly approved by the shareholders of the Company. In accordance with the relevant laws and regulatory requirements of the PRC, the qualification of Ms. D'Angelo is subject to the approval of the China Insurance Regulatory Commission, and the appointment of Ms. D'Angelo will take effect when such approval is obtained. The biographical details and other relevant information of Ms. D'Angelo were set out in the supplemental notice of the Meeting published by the Company on 13 June 2017. As at the date of this announcement, there has been no change to such information.
DISTRIBUTION OF 2016 ANNUAL DIVIDENDAt the Meeting, the proposal on the profit distribution plan for the year 2016 was duly approved by the shareholders of the Company. The full text of the proposal was set out in the circular of the Meeting published by the Company on 12 May 2017.
The 2016 annual dividend for the year ended 31 December 2016 ("2016 Annual Dividend") will be paid on Thursday, 10 August 2017 to the H Share shareholders whose names are listed on the register of members of the Company on Tuesday, 18 July 2017. The 2016 Annual Dividend, as calculated and declared in Renminbi on the basis of the total number of shares of 3,119,546,600 currently issued by the Company, is RMB0.48 (including tax) per share, totalling approximately RMB1,497,382,368 (including tax), representing approximately 32.7% of the distributable profit of the Company achieved within the year as contained in the 2016 financial statements of the Company, which meets the minimum percentage requirement of cash distribution as stipulated in the Articles of Association. Dividends of H Shares shall be paid in Hong Kong dollars. The 2016 Annual Dividend payable by the Company to H Share shareholders is converted at the arithmetic average of the central parity exchange rate between Hong Kong dollars and Renminbi as announced by the People's Bank of China in the five business days before the date of approval by the Meeting (27 June 2017), which is HK$1 = RMB0.87427. The 2016 Annual Dividend calculated based upon such exchange rate shall be HK$0.54902948 per share (including tax).
For the purpose of determining H Share shareholders' entitlement to the 2016 Annual Dividend, the H Share register of members of the Company will be closed from Thursday, 13 July 2017 to Tuesday, 18 July 2017 (both days inclusive), during which period no transfer of shares will be registered. In order to be entitled to the 2016 Annual Dividend, H Share shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30
p.m. on Wednesday, 12 July 2017. The last trading date for the Company's H Shares before the Ex- date will be Monday, 10 July 2017, and the Ex-date for the Company's H Shares will be Tuesday, 11 July 2017.
New China Life Insurance Co. Ltd. published this content on 27 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 June 2017 15:59:03 UTC.
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