Announcement on Poll Results for the 2022 AGM

China Pacific Insurance Grp Co. Ltd

26 May 2023

 

26 May 2023

CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

(A joint stock company incorporated in the People's Republic of China with limited liability)

Announcement on Poll Results for the 2022 Annual General Meeting

The 2022 annual general meeting (the "AGM") of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") was held on Friday, 26 May 2023 at 1:30 p.m. (Beijing time).

I. AGM ATTENDANCE AND VOTING ARRANGEMENTS

As at the date of the AGM, the Company has issued 6,845,041,455 A shares and 2,775,300,000 H shares. The shareholders are entitled to attend the AGM and vote for or against all resolutions proposed at the AGM.

The details for the attendance of the shareholders and the authorised proxies at the AGM were as follows:

Number of shareholders and proxies attending the meeting	106
Of which: Number of holders of A shares	103
Number of holders of H shares	3
Total number of the voting shares held by attendees	6,150,973,702
Of which: Total number of shares held by holders of A shares	4,387,181,598
Total number of shares held by holders of  H shares	1,763,792,104
Percentage of total number of voting shares of the Company (%)	63.937166
Of which: Shares held by holders of A shares	45.603180
Shares held by holders of H shares	18.333986

The AGM was convened in accordance with the requirements of the Company Law of the People's Republic of China and the articles of association of the Company (the "Articles of Association"), and was chaired by Mr. KONG Qingwei, Chairman of the board of directors of the Company.

Computershare Hong Kong Investor Services Limited, the Company's H share registrar, was appointed as the scrutineer for the vote-taking at the AGM. King & Wood Mallesons Shanghai Office was appointed as the witnessing lawyer at the AGM.

To the best of the knowledge, information and belief of the directors of the Company, there were no restrictions on any shareholder to cast votes on any of the proposed resolutions at the AGM.

II. POLL RESULTS

All resolutions as set out in the notice of the AGM dated 21 April 2023 were voted by poll. The poll results in respect of the resolutions proposed at the AGM were as follows:

Ordinary Resolutions		Number of Votes (%)					Total Number of Votes
		For		Against	Abstain
1.	To consider and approve the report of the Board of Directors of the Company for the year 2022	6,133,578,716 (99.717199)		1,465,425 (0.023825)	15,929,561 (0.258976)		6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
2.	To consider and approve the report of the Board of Supervisors of the Company for the year 2022	6,133,578,716 (99.717199)		1,465,425 (0.023825)	15,929,561 (0.258976)		6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
3	To consider and approve the annual report of the Company for the year 2022	6,133,578,716 (99.717199)		1,465,425 (0.023825)	15,929,561 (0.258976)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
4	To consider and approve the financial statements and report of the Company for the year 2022	6,131,707,556 (99.686779)		3,336,585 (0.054245)	15,929,561 (0.258976)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
5	To consider and approve the profit distribution plan of the Company for the year 2022	6,150,805,298 (99.997262)		123,443 (0.002007)	44,961 (0.000731)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
6	To consider and approve the proposal on the appointment of auditors of the Company for the year 2023	6,137,386,516 (99.779105)		13,542,225 (0.220164)	44,961 (0.000731)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
7	To consider and approve the donation budget of the Company for the year 2023	6,141,068,580 (99.838967)	9,859,661 (0.160294)		45,461 (0.000739)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
8	To consider and approve the proposed election of Ms. LO Yuen Man Elaine as independent director of the ninth session of the Board of Directors	6,150,710,616 (99.995723)	218,025 (0.003544)		45,061 (0.000733)	6,150,973,702
	As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

Note: The report on performance of Directors and appraisal results of the Company for the year 2022, the report on performance of Supervisors and appraisal results of the Company for the year 2022, the report on performance of independent Directors of the Company for the year 2022, the report on the status of related party transactions and the implementation of management system for related party transactions of the Company for the year 2022 and the assessment report on internal transactions of the Company for the year 2022 are not listed here as they are submitted at the AGM for shareholders' review only and no resolution is required for them. For details, please refer to the notice of the AGM dated 21 April 2023.

The full text of each resolution was set out in the Company's notice of the AGM dated 21 April 2023.

III. PAYMENT OF FINAL DIVIDENDS

The Company will distribute an annual dividend of RMB1.02 (tax inclusive) per share (the "Final Dividends") for the year ended 31 December 2022 in cash. Holders of GDRs whose names appear on the register of GDR holders of the Company will be entitled to receive the Final Dividends, which will be paid via Citibank, N.A, the Company's depositary, in accordance with the terms of the deposit agreement.

By Order of the Board of Directors

China Pacific Insurance (Group) Co., Ltd.

KONG Qingwei

Chairman

About CPIC

CPIC is a joint stock company established under the laws of the People's Republic of China with limited liability.

CPIC's registered office is located at 1 South Zhongshan Road, Huangpu District, Shanghai, the People's Republic of China.

 

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