PING AN INSURANCE (GROUP) COMPANY OF CHINA, 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.
VOTING RESULTS OF THE 2016 FIRST EXTRAORDINARY GENERAL MEETING, THE 2016 FIRST A SHAREHOLDERS' CLASS MEETING AND THE 2016 FIRST H SHAREHOLDERS' CLASS MEETING HELD ON MONDAY, AUGUST 15, 2016The board of directors (the "Board") of Ping An Insurance (Group) Company of China, Ltd. (the "Company") is pleased to announce that the 2016 first extraordinary general meeting (the "EGM"), the 2016 first A shareholders' class meeting (the "A Shareholders' Class Meeting") and the 2016 first H shareholders' class meeting (the "H Shareholders' Class Meeting", together with the EGM and A Shareholders' Class Meeting, the "Meetings") of the Company were held on Monday, August 15, 2016 at Ping An Hall, Ping An School of Financial Services, Guanlan, Shenzhen, Guangdong Province, the PRC. Both of the EGM and the A Shareholders' Class Meeting adopted onsite voting and A-share online voting, while the H Shareholders' Class Meeting adopted onsite voting.
The holding of the Meetings was in compliance with the requirements of the Company Law of the People's Republic of China, the Rules Governing the Shareholders' General Meetings of the Listed Companies and the provisions of the Articles of Association of Ping An Insurance (Group) Company of China, Ltd. (the "Articles of Association"). The Meetings were chaired by Mr. Ma Mingzhe, Chairman of the Board and Chief Executive Officer of the Company. Some of the directors of the Company (the "Directors"), supervisors of the Company and the secretary to the Board attended the Meetings. Some members of the senior management of the Company also attended the Meetings. In accordance with the Articles of Association, voting in respect of the resolutions was conducted by way of poll. Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, was appointed by the Company as the scrutineer for the vote-taking at the Meetings whereas Allbright Law Offices was appointed as the witnessing lawyer at the Meetings.
EGMThe total number of shares of the Company (the "Shares") entitling the holders to attend and vote on the resolutions proposed at the EGM was 18,280,241,410. To the best knowledge, information and belief of the Directors, there were no restrictions on any shareholder casting votes on any of the proposed resolution at the EGM, and there was no Share entitling the holders to attend and vote only against the resolutions proposed at the EGM. No shareholder had a material interest in the matter considered at the EGM and was required to abstain from voting at the EGM.
The number and ratio of shareholders and authorized proxies present at the EGM are set out as follows:
Number of shareholders and authorized proxies attended the EGM | 131 |
Of which : number of A shareholders | 118 |
number of H shareholders | 13 |
Total number of shares entitled to vote | 5,833,236,158 |
Of which : total number of shares entitled to vote held by A shareholders | 1,712,425,204 |
total number of shares entitled to vote held by H shareholders | 4,120,810,954 |
Percentage to the total number of shares of the Company entitled to vote | 31.91% |
Of which : percentage of shares entitled to vote held by A shareholders | 9.37% |
percentage of shares entitled to vote held by H shareholders | 22.54% |
The resolutions as set out in the notice of EGM dated June 30, 2016 were duly passed. The poll results in respect of the resolutions proposed at the EGM were as follows:
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
1. | To consider and approve the "Resolution on Review of Overseas Listing Proposal of Ping An Securities" | 5,816,797,818 （99.718195%） | 713,790 （0.012237%） | 15,724,550 （0.269568%） | 5,833,236,158 （100%） |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
2. | To consider and approve the "Resolution on Review of Overseas Listing of Ping An Securities - Compliance with Relevant Provisions" | 5,816,797,818 （99.718195%） | 713,790 （0.012237%） | 15,724,550 （0.269568%） | 5,833,236,158 （100%） |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
3. | To consider and approve the "Resolution on Review of the Company's Undertaking to Maintain Its Independent Listing Status" | 5,816,797,818 （99.718195%） | 713,790 （0.012237%） | 15,724,550 （0.269568%） | 5,833,236,158 （100%） |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
4. | To consider and approve the "Resolution on Review of Sustainable Profitability Statement and Prospect of the Company" | 5,816,801,818 （99.718264%） | 713,790 （0.012236%） | 15,720,550 （0.269500%） | 5,833,236,158 （100%） |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
5. | To consider and approve the "Resolution on Review of Authorization Concerning Overseas Listing of Ping An Securities" | 5,816,770,318 （99.717724%） | 741,290 （0.012708%） | 15,724,550 （0.269568%） | 5,833,236,158 （100%） |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
6. | To consider and approve the "Resolution on Adjustment of the | 5,818,173,718 （99.741782%） | 1,510,590 （0.025897%） | 13,551,850 （0.232321%） | 5,833,236,158 （100%） |
Remuneration of Non-executive Directors of the Company" | |||||
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||||
ORDINARY RESOLUTION | Number of Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
7. | To consider and approve the "Resolution on Adjustment of the Remuneration of Non-employee Representative Supervisors of the Company" | 5,690,410,377 （97.551517%） | 32,620,734 （0.559222%） | 110,205,047 （1.889261%） | 5,833,236,158 （100%） |
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 Shares (%) | ||||
For | Against | Abstain | Total Votes | ||
8. | To consider and approve the "Resolution on Review of the Provision of Assured Entitlement Only to H Shareholders of the Company in respect of Overseas Listing of Ping An Securities" | 4,403,492,259 （75.489696%） | 1,414,273,899 （24.245100%） | 15,470,000 （0.265204%） | 5,833,236,158 （100%） |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||||
The total number of A shares of the Company (the "A Shares") entitling the holders to attend and vote on the resolution proposed at the A Shareholders' Class Meeting was 10,832,664,498. To the best knowledge, information and belief of the Directors, there were no restrictions on any A shareholders casting votes on any of the proposed resolution at the A Shareholders' Class Meeting, and there was no A Share entitling the holders to attend and vote only against the resolution proposed at the A Shareholders' Class Meeting. No A shareholders had a material interest in the matter considered at the A Shareholders' Class Meeting and was required to abstain from voting at the A Shareholders' Class Meeting.
The number and ratio of A shareholders and authorized proxies present at the A Shareholders'
Ping An Insurance (Group) Co. of China Ltd. published this content on 15 August 2016 and is solely responsible for the information contained herein.
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