Stock code: 000001 Stock name: PAB Announcement S/N: 2012?038
Announcement on resolution of PAB BoDThe Company and its Board of Directors guarantee the truthfulness, accuracy and completeness of this public announcement and it contains no false documentation, misleading statements or material omission.
The notice on the 18th session of the
8th BoD of Ping An Bank Co., Ltd ("the Company")
was issued to directors on August 3, 2012 and the meeting was
convened in the Company on August
15, 2012. The convening of the meeting is in line with
provisions stipulated in applicable laws, rules, regulations
and the Company's Articles of Association. 18 Directors
(including 8
Independent Directors) are supposed to attend the meeting and
all of them attended onsite or in the form of conference
call, including: Chairman Xiao Suining, Directors Richard
Jackson, Wang Liping, Yao Bo, David Ku, So Lan Ip, Li Jinghe,
Wang Kaiguo, Chen Wei, Hu Yuefei, Lu Mai, Liu Nanyuan, Duan
Yongkuan, Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and
Fred Lau.
Chief Supervisor Qiu Wei and Supervisors Luo Kangping, Che
Guobao, Xiao Lirong, Wang Lan, Wang Yi and Cao Lixin of the
7th board of supervisors of the Company sat in
onsite or in the form of conference call.
Presided over by Chairman Xiao Suining, the meeting has
deliberated and approved the following proposals:
I. Agrees the Proposal on 2012 Q2 Bad Debts Write-off of PAB,
with the principal to be written off equivalent to
RMB111,229,426.60.
The proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver.
II. Agrees the Proposal on PAB Accounting Statements and
Audit Report as of June 30, 2012
presented by Ernst &Young Hua Ming Accounting Firm.
The proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver. III. Agrees the Proposal on
2012 Interim Profit Distribution of PAB.
In 2012 1H, the legal book (audited by the domestic certified
accountants firm -Ernst &Young Hua Ming Accounting Firm)
records RMB6,761,485,000 net profit attributable to
shareholders of parent company and RMB22,625,864,000
distributable profit.
Based on the above profit status and relevant national
regulations, the Company makes distribution of the 2012 1H
profit as follows:
1. Statutory surplus reserve shall not be made for the moment
as the balance has already exceeded 50% of the paid-in
capital.
2. General risk provisions of RMB3,844,248,000 shall be
made.
After the above profit distribution, as of June 30, 2012, the
Company has surplus reserve of RMB2,830,459,000, general risk
provision of RMB11,799,151,000 and remainder undistributed
profit of 18,781,616,000.
3. In addition to the above statutory profit distributions,
the board of directors proposes to add distribution of the
2012 interim profits as follows:
Payout of dividend in cash at RMB0.10 per share (before tax)
based on the total
5,123,350,000 shares as of June 30, 2012. The actual profit
to be distributed here is RMB512,335,000; the remainder
undistributed profit of RMB18,269,281,000 will be carried
over for distribution in years to come.
The proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver. Independent Directors Lu Mai,
Liu Nanyuan, Duan Yongkuan, Xia Donglin, Chu Yiyun, Ma
Lin,
Chen Yingming and Fred Lau agreed the proposal with
consensus.
The proposal above is subject to deliberation by the second
EGM of the Company for 2012. IV. Agrees the 2012 1H Report of
PAB and Abstract of 2012 1H Report of PAB.
The proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver.
V. Agrees the Proposal on Extending the Effective Period of
the Resolution on NPO of PAB.
On September 2, 2011 the first EGM of the Company for 2011
deliberated and approved the Proposal on NPO of SDB and
decided that the effective period of the resolution on the
NPO shall be 12 months from the date of approval by the EGM.
Since the NPO is subject to regulatory approval, for the sake
of continuity and effectiveness of the NPO work, the Company
plans to extend the effective period of the resolution on the
NPO by another 12 months and except for the effective period
of the EGM resolution being extended as mentioned above,
other contents of the NPO shall remain unchanged.
The proposal above is approved with 14 assenting votes, 0
dissenting vote and 0 waiver. Directors Wang Liping, Yao Bo,
David Ku and So Lan Ip abstained from voting.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Fred Lau agreed
the proposal with consensus.
The proposal above is subject to deliberation by the second
EGM of the Company for 2012.
VI. Agrees the Proposal on Revising the NPO Pre-proposal of
PAB.
On August 17, 2011 the 7th session of the
8th BoD of the Company deliberated and approved
the Proposal on the A-share NPO Pre-proposal of SDB. Now the
Company has decided to make revisions to the proposal given
extension of the effective period of the NPO resolution by 12
months, change of the name of the Company, the need of update
on financial and other information, and the CSRC requirement
on disclosure of cash dividend status in the NPO pre-proposal
as set out in the CSRC Notice on Further Implementing
Relevant Issues of Cash Dividend Payout by Listed Companies
issued on May 4, 2012.
Please refer to A-share NPO Pre-proposal of PAB (Revised
Draft) for details.
The proposal above is approved with 14 assenting votes, 0
dissenting vote and 0 waiver. Directors Wang Liping, Yao Bo,
David Ku and So Lan Ip abstained from voting.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Fred Lau agreed
the proposal with consensus.
VII. Agrees the Proposal on Requesting the General Meeting of
Shareholders to Continue
Authorizing BoD as plenipotentiary to Handle Issues Relating to the NPO of PAB.
On September 2, 2011 the first EGM of the Company for 2011
deliberated and approved the Proposal on Requesting the
General Meeting of Shareholders to Continue Authorizing BoD
as plenipotentiary to Handle Issues Relating to the NPO of
SDB according to which the effective period of the
authorization by the EGM shall be 12 months from the date of
approval by the first EGM for 2011.
Since the NPO is subject to regulatory approval, for the sake
of continuity and effectiveness of the NPO work, the Company
plans to request the General Meeting of Shareholders to
continue authorizing BoD as plenipotentiary to handle issues
relating to the NPO within the scope of relevant laws and
regulations and extend the effective period of the
authorization by another 12 months from the date of approval
on the proposal by General Meeting of Shareholders while the
specific contents of the authorization shall remain
unchanged.
The proposal above is approved with 14 assenting votes, 0
dissenting vote and 0 waiver. Directors Wang Liping, Yao Bo,
David Ku and So Lan Ip abstained from voting.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Fred Lau agreed
the proposal with consensus.
The proposal above is subject to deliberation by the second
EGM of the Company for 2012.
VIII. Agrees the Proposal on the Report of the Utilization
Status of Funds Raised Previously by
PAB.
The proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver.
The proposal above is subject to deliberation by the second
EGM of the Company for 2012. IX. Agrees the Proposal on
Convening the Second EGM of PAB for 2012.
Agrees to convene the second EGM of the Company for 2012 on
August 31, 2012 to deliberate the following proposals:
1. Proposal on Amendment to the Articles of Association of
PAB.
2. PAB Three-year Plan on Returns to Shareholders.
3. Proposal on 2012 Interim Profit Distribution of PAB.
4. Proposal on Extending the Effective Period of the
Resolution on NPO of PAB.
5. Proposal on Requesting the General Meeting of Shareholders
to Continue Authorizing BoD as plenipotentiary to Handle
Issues Relating to the NPO of PAB.
6. Proposal on the Report of the Utilization Status of Funds
Raised Previously by PAB. Please refer to the Notice on
Convening the Second EGM of PAB for 2012 for details. The
proposal above is approved with 18 assenting votes, 0
dissenting vote and 0 waiver.
It is hereby announced.
Board of Directors of Ping An Bank Co., Ltd
August 16, 2012
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