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 FIRST EXTRAORDINARY GENERAL MEETING OF 2017 AND ELECTION OF NON-EXECUTIVE DIRECTORS CONVENING AND ATTENDANCE OF THE MEETINGThe first extraordinary general meeting of 2017 (the "Meeting") of New China Life Insurance Company Ltd. (the "Company") was held by way of a physical meeting on 28 April 2017 at 21th floor, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC.
The Meeting was called by the board of directors (the "Board") of the Company and presided over by Mr. WAN Feng, chairman of the Board. 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 Meeting.
The convening of the Meeting was in compliance with the requirements of the applicable laws and regulations of the PRC, 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"). 10 of the 12 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 shares and 1,034,107,260 shares 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 had any material interests 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 their authorized proxies at the Meeting are set out as follows:
Number of shareholders and authorized proxies attending the Meeting | 20 |
Of which: Number of A share shareholders | 18 |
Number of H share shareholders | 2 |
Total number of the voting shares held by the attendees | 1,885,266,443 |
Of which: Total number of shares held by A share shareholders | 1,452,651,674 |
Total number of shares held by H share shareholders | 432,614,769 |
Percentage of the total number of voting shares of the Company (%) | 60.433989% |
Of which: Percentage of the voting shares held by A share shareholders to the total number of voting shares of the Company (%) | 46.566116% |
Percentage of the voting shares held by H share shareholders to the total number of voting shares of the Company(%) | 13.867873% |
The voting results in respect of the proposals at the Meeting are set out as follows:
Ordinary Resolutions | Numbers of votes & Percentage of the total voting shares | |||
For | Against | Abstain | ||
1 | To consider and approve the proposal on election of non-executive Director of the sixth session of Board. | 1,870,708,742 99.227817% | 14,270,301 0.756938% | 287,400 0.015245% |
2 | To consider and approve the supplemental proposal on election of non-executive Director of the sixth session of Board. | 1,870,517,542 99.219060% | 14,270,301 0.756948% | 452,300 0.023992% |
3 | To consider and approve the proposal on the standard of the remuneration of the chairman of the board of supervisors of the Company. | 1,884,934,143 99.982374% | 44,900 0.002381% | 287,400 0.015245% |
4 | To consider and approve the proposal on the Outline of the 13th Five Year Development Plan of the Company. | 1,884,979,043 99.984755% | 0 0.000000% | 287,400 0.015245% |
As more than half of the votes were cast in favor of the proposals, each of the four proposals aforementioned was duly passed as an ordinary resolution. | ||||
Special Resolutions | Numbers of votes & Percentage of the total voting shares | |||
For | Against | Abstain | ||
5 | To consider and approve the proposal on the domestic debt financing scheme of the Company. | 1,884,979,043 99.984755% | 0 0.000000% | 287,400 0.015245% |
6 | To consider and approve the proposal on the overseas debt financing scheme of the Company. | 1,884,979,043 99.984755% | 0 0.000000% | 287,400 0.015245% |
As more than two-thirds of the votes were cast in favor of the proposals, each of the two proposals aforementioned was duly passed as a special resolution. | ||||
Please refer to the circular of the Meeting published by the Company dated 13 March 2017 and the supplementary notice for the Meeting published by the Company dated 11 April 2017 for the full text of the proposals.
APPOINTMENT OF NON-EXECUTIVE DIRECTORSAt the Meeting, the Proposal on Election of Non-executive Director of the Sixth Session of Board and the Supplemental Proposal on Election of Non-executive Director of the Sixth Session of Board were duly approved by the shareholders of the Company. In accordance with the relevant laws and regulations of the PRC, the director qualifications of Ms. Xiong Lianhua and Mr. Peng Yulong are subject to the approval of China Insurance Regulatory Commission. The biographical details of the directors were set out in the circular of the Meeting published by the Company dated 13 March 2017 and supplemental notice of the Meeting published by the Company dated 11 April 2017. As at the date of this announcement, there has been no change of such information.
LAWYER'S CERTIFICATIONThe Company engaged Commerce & Finance Law Offices to certify the Meeting. Commerce & Finance Law Offices appointed attorney Mr. WU Gang and attorney Ms. TIAN Jun to attend the Meeting and issued the legal opinion stating that the convening of the Meeting, the qualifications of the shareholders and their authorized proxies who attended the Meeting, the qualifications of the convener, the voting process and the voting results of the resolutions as well as other relevant matters were all in compliance with the requirements of the applicable PRC laws and regulations and the Articles of Association. The resolutions made at the Meeting are legal and valid.
By Order of the Board
New China Life Insurance Company Ltd. WAN FengChairman
Beijing, China, 28 April 2017
As at the date of this announcement, the executive directors of the Company are WAN Feng and LI Zongjian; the non-executive directors are LIU Xiangdong, CHEN Yuanling, WU Kunzong, HU Aimin and DACEY John Robert; and the independent non-executive directors are LI Xianglu, ZHENG Wei, FONG Chung Mark, CHENG Lie and NEOH Anthony Francis.
New China Life Insurance Co. Ltd. published this content on 28 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 April 2017 19:49:14 UTC.
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