(a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 2328)

Transcription

1 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. (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 2328) POLL RESULTS OF ANNUAL GENERAL MEETING, DISTRIBUTION OF FINAL DIVIDEND, ELECTION OF MEMBERS OF THE FOURTH SESSION OF THE BOARD AND THE SUPERVISORY COMMITTEE, ELECTION OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD, APPOINTMENT OF BOARD COMMITTEES MEMBERS, ELECTION OF CHAIRPERSON OF THE SUPERVISORY COMMITTEE, RETIREMENT OF DIRECTOR AND SUPERVISOR At the AGM, all the proposed resolutions set out in the notice and the supplemental notice of the AGM were passed by way of poll. The distribution of the Final Dividend was approved by shareholders of the Company at the AGM. The Final Dividend is expected to be paid on 26 August The Directors re-elected Mr. Wu Yan as Chairman of the Board and Mr. Guo Shengchen as Vice Chairman of the Board. The Supervisors re-elected Mr. Wang Yueshu as Chairman of the Supervisory Committee. Mr. Ding Ningning retired as an Independent Non-executive Director and Mr. Sheng Hetai retired as a Supervisor effective immediately after the conclusion of the AGM. PICC Property and Casualty Company Limited announces that at the annual general meeting of the Company held on 26 June 2015, all the proposed resolutions set out in the Company s notice of the AGM dated 11 May 2015 and supplemental notice of the AGM dated 10 June 2015 (the Supplemental Notice of AGM ) were passed by way of poll. The poll results are set out below. Capitalised terms used in this announcement shall have the same meanings as those defined in the Company s circular dated 11 May 2015 and supplemental circular dated 10 June 2015 (the Supplemental Circular ) unless the context otherwise requires. Ordinary Resolutions 1. To consider and approve the Report of the Board of Directors of the Company for To consider and approve the Report of the Supervisory Committee of the Company for To consider and approve the audited financial statements and the Auditor s Report of the Company for the year ended 31 December No. of shares represented by votes for 11,997,318,758 ( %) 11,997,318,758 ( %) 11,997,318,758 ( %) No. of shares represented by votes against 2,022,407 (0.0169%) 2,022,407 (0.0169%) 2,022,407 (0.0169%) 1

2 4. To consider and approve the profit distribution plan of the Company for the year ended 31 December ,999,403,165 (100%) 5. To consider and approve directors fees for ,999,403,165 (100%) 6. To consider and approve supervisors fees for ,999,403,165 (100%) 7. To consider and re-appoint Deloitte Touche 11,999,403,165 Tohmatsu as the international auditor of the (100%) Company and re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP as the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting, and to authorise the Board of Directors to fix their remuneration. Special Resolution 8. To grant a general mandate to the Board of Directors to separately or concurrently issue, allot or deal with additional domestic shares and H shares in the Company not exceeding 20% of each of the aggregate nominal amount of the domestic shares and H shares of the Company in issue within 12 months from the date on which shareholders approval is obtained, and to authorise the Board of Directors to increase the registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the issuance or allotment of shares. As Reporting Documents 9. To review the Performance Report of the Independent Directors of the Company for the Year To review the Report on the Status of Related Party Transactions and the Implementation of the Related Party Transactions Management System of the Company for the Year Ordinary Resolutions 11. To consider and approve the re-election of Mr. Wu Yan as an executive director of the Company for a term of three years * 12. To consider and approve the re-election of Mr. Guo Shengchen as an executive director of the Company for a term of three years * 13. To consider and approve the re-election of Mr. Wang He as an executive director of the Company for a term of three years * 14. To consider and approve the appointment of Mr. Lin Zhiyong as an executive director of the Company for a term of three years * 10,646,695,261 ( %) Not applicable Not applicable 11,956,858,272 ( %) 11,599,662,038 ( %) 11,980,137,332 ( %) 11,980,137,332 ( %) 0 (0%) 0 (0%) 0 (0%) 0 (0%) 1,352,583,279 ( %) Not applicable Not applicable 42,422,710 (0.3535%) 399,618,944 (3.3304%) 19,427,275 (0.1619%) 19,268,275 (0.1606%) 2

3 15. To consider and approve the re-election of Mr. Wang Yincheng as a non-executive director of the 16. To consider and approve the re-election of Ms. Yu Xiaoping as a non-executive director of the Company for a term of three years * 17. To consider and approve the re-election of Mr. Li Tao as a non-executive director of the Company for a term of three years * 18. To consider and approve the appointment of Mr. David Xianglin Li as a non-executive director of the 19. To consider and approve the re-election of Mr. Liao Li as an independent non-executive director of the 20. To consider and approve the re-election of Mr. Lin Hanchuan as an independent non-executive director of the 21. To consider and approve the appointment of Mr. Lo Chung Hing as an independent non-executive director of the 22. To consider and approve the appointment of Mr. Na Guoyi as an independent non-executive director of the 23. To consider and approve the appointment of Mr. Ma Yusheng as an independent non-executive director of the 24. To consider and approve the appointment of Mr. Li Zhuyong as a supervisor of the Company for a term of three years * 25. To consider and approve the appointment of Mr. Ding Ningning as an independent supervisor of the 26. To consider and approve the re-election of Mr. Lu Zhengfei as an independent supervisor of the 11,943,101,399 ( %) 11,942,073,799 ( %) 11,705,843,267 ( %) 11,937,877,009 ( %) 11,983,212,611 ( %) 11,975,439,144 ( %) 11,983,504,721 ( %) 56,304,208 (0.4692%) 57,331,808 (0.4778%) 293,562,340 (2.4465%) 61,528,598 (0.5128%) 16,192,996 (0.1349%) 23,966,463 (0.1997%) 16,059,886 (0.1338%) * For the full text of resolutions nos. 11 to 26, please refer to the Supplemental Notice of AGM and the Supplemental Circular. The total number of shares entitling the holders to attend and vote on the resolutions at the AGM was 14,828,510,202 shares, which is the total number of shares in issue of the Company as at the date of the AGM. No shareholder was required under the Listing Rules to abstain from voting on the resolutions at the AGM, and no shareholder was entitled to attend and abstain from voting in favour at the AGM as set out in Rule of the Listing Rules. The Company s H share registrar, Computershare Hong Kong Investor Services Limited, was the scrutineer for the vote-taking at the AGM. DISTRIBUTION OF FINAL DIVIDEND The distribution of a final dividend of RMB0.270 per share (inclusive of applicable tax) for 3

4 the year ended 31 December 2014 (the Final Dividend ) was approved by shareholders of the Company at the AGM. The Final Dividend will be paid to the shareholders whose names appear on the register of members of the Company on 9 July 2015 (Thursday). The Final Dividend on H shares will be paid in Hong Kong dollars. The applicable exchange rate for calculating the amount of Final Dividend on H shares is HK$1=RMB , being the average middle exchange rate of Hong Kong dollars to Renminbi on the interbank foreign exchange market as announced by the China Foreign Exchange Trade System under the authorisation of the People s Bank of China for the calendar week prior to the date of approval of the Final Dividend at the AGM. Accordingly, the amount of the Final Dividend per H share is HK$ (inclusive of applicable tax), the payment of which is expected to be made on 26 August In order to determine the list of shareholders who are entitled to receive the Final Dividend, the register of members of the Company will be closed from 4 July 2015 (Saturday) to 9 July 2015 (Thursday), both days inclusive, during which no transfer of shares will be registered. Holders of H shares and domestic shares whose names appear on the register of members of the Company on 9 July 2015 (Thursday) are entitled to receive the Final Dividend. In order for holders of H shares of the Company to qualify for the Final Dividend payment, all transfer documents accompanied by the relevant H share certificates must be lodged with the Company s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on 3 July 2015 (Friday) for registration. WITHHOLDING AND PAYMENT OF FINAL DIVIDEND INCOME TAX FINAL DIVIDEND INCOME TAX APPLICABLE TO OVERSEAS SHAREHOLDERS Withholding and Payment of Enterprise Income Tax on behalf of Overseas Non-Resident Enterprise Shareholders Pursuant to the applicable provisions of the Enterprise Income Tax Law of the PRC ( 中華人民共和國企業所得稅法 ) and its implementing rules and the requirements under the Notice on the Issues Concerning Withholding and Payment of the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Who Are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) issued by the State Administration of Taxation ( 國家稅務總局 關於中國居民企業向境外 H 股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知 ( 國稅函 號 )), the Company will withhold and pay enterprise income tax at the rate of 10% when it distributes the Final Dividend to overseas non-resident enterprise holders of H shares (including any H shares of the Company registered in the name of HKSCC Nominees Limited, but excluding any H shares of the Company registered in the name of HKSCC Nominees Limited which are held by China Securities Depository and Clearing Corporation Limited as nominee shareholder on behalf of investors who invest in the H shares of the Company through Shanghai-Hong Kong Stock Connect). Withholding and Payment of Individual Income Tax on behalf of Overseas Individual Shareholders Pursuant to the applicable provisions of the Individual Income Tax Law of the PRC ( 中華人民共和國個人所得稅法 ) and its implementing rules, the Notice of the State Administration of Taxation in relation to the Administrative Measures on Preferential Treatment Entitled by Non-residents under Tax Treaties (Tentative) (Guo Shui Fa [2009] No. 124) ( 國家稅務總局關於印發 非居民享受稅收協定待遇管理辦法 ( 試行 ) 的通知 ( 國稅發 號 )) ( Tax Notice ), the Notice of the State Administration of Taxation on Issues Concerning 4

5 the Administration of Individual Income Tax Collection after the Annulment of Document Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) ( 國家稅務總局關於國稅發 號文件廢止後有關個人所得稅徵管問題的通知 ( 國稅函 號 )) and other relevant laws, regulations and requirements under normative documents, the Company will implement the following arrangements in relation to the withholding and payment of individual income tax on behalf of the overseas individual H Shareholders: For individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of these individual H Shareholders in the distribution of the Final Dividend; For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of these individual H Shareholders in the distribution of the Final Dividend. If relevant individual H Shareholders would like to apply for a refund of the excess amount of tax withheld and paid, the Company will handle, on their behalf, the applications for tax preferential treatments under relevant tax treaties according to the Tax Notice. Qualified shareholders please submit in time a letter of entrustment and all application materials as required under the Tax Notice to the Company s H share registrar, Computershare Hong Kong Investor Services Limited. The Company will then submit the above documents to the competent tax authorities and, after their examination and if and when approved, the Company will assist in refunding the excess amount of tax withheld and paid; For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty on behalf of these individual H Shareholders in the distribution of the Final Dividend; and For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of these individual H Shareholders in the distribution of the Final Dividend. FINAL DIVIDEND INCOME TAX APPLICABLE TO SHAREHOLDERS IN MAINLAND CHINA INVESTING IN H SHARES OF THE COMPANY THROUGH SHANGHAI-HONG KONG STOCK CONNECT Withholding and Payment of Individual Income Tax on behalf of Domestic Individual Shareholders Investing through Shanghai-Hong Kong Stock Connect Pursuant to the Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program (Cai Shui [2014] No. 81) ( 關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知 ( 財稅 號 )), for domestic individual shareholders who invest in H shares of the Company through Shanghai-Hong Kong Stock Connect (such H shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the Final Dividend. For domestic shareholders who are securities investment funds investing in H shares of the 5

6 Company through Shanghai-Hong Kong Stock Connect (such H shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the Final Dividend. No Withholding and Payment of Enterprise Income Tax on behalf of Domestic Enterprise Shareholders Investing through Shanghai-Hong Kong Stock Connect Pursuant to the Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program (Cai Shui [2014] No. 81) ( 關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知 ( 財稅 號 )), for domestic enterprise shareholders who invest in H shares of the Company through Shanghai-Hong Kong Stock Connect (such H shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as nominee shareholder), the Company will not withhold or pay enterprise income tax on their behalf in the distribution of the Final Dividend, and the domestic enterprise shareholders shall report and pay the relevant taxes payable by themselves. Any dividend received in respect of H shares of the Company which have been continuously held by a domestic enterprise shareholder for 12 months shall be exempted from enterprise income tax. H shareholders of the Company are recommended to consult their own tax advisors on the relevant tax impact in China, Hong Kong and other countries (regions) on the possession and disposal of H shares of the Company. ELECTION OF DIRECTORS OF THE FOURTH SESSION OF THE BOARD Following the approval by shareholders of the Company at the AGM, Mr. Wu Yan, Mr. Guo Shengchen, Mr. Wang He and Mr. Lin Zhiyong are re-elected/appointed as Executive Directors of the fourth session of the Board, Mr. Wang Yincheng, Ms. Yu Xiaoping, Mr. Li Tao and Mr. David Xianglin Li as Non-executive Directors of the fourth session of the Board, and Mr. Liao Li, Mr. Lin Hanchuan, Mr. Lo Chung Hing, Mr. Na Guoyi and Mr. Ma Yusheng as Independent Non-executive Directors of the fourth session of the Board. For the profiles of the re-elected and appointed Directors, please refer to the Supplemental Circular. The qualifications of Mr. Lin Zhiyong, Mr. David Xianglin Li, Mr. Lo Chung Hing, Mr. Na Guoyi and Mr. Ma Yusheng as Directors are subject to the approval of the CIRC after the AGM. References are made to the announcements of the Company dated 12 January 2015 and 20 March 2015 in respect of the Company s non-compliance with Rule 19A.18 of the Listing Rules which requires at least one of the independent non-executive directors of a PRC issuer must be ordinarily resident in Hong Kong. Upon the appointment of Mr. Lo Chung Hing as an Independent Non-executive Director at the AGM, the Company complies with the above requirement. ELECTION OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD The Directors re-elected Mr. Wu Yan as Chairman of the Board and Mr. Guo Shengchen as Vice Chairman of the Board. Their terms are the same as that of their directorship. Mr. Guo Shengchen remains as President of the Company. 6

7 APPOINTMENT OF BOARD COMMITTEES MEMBERS The Board resolved the new compositions of the committees of the Board, as follows: Strategic Planning Committee Chairman: Mr. Wu Yan Members: Mr. Wang Yincheng, Mr. Guo Shengchen, Mr. Li Tao, Mr. David Xianglin Li, Mr. Na Guoyi, Mr. Wang He, Mr. Lin Zhiyong Audit Committee Chairman: Mr. Liao Li Members: Mr. Li Tao, Mr. Lin Hanchuan, Mr. Lo Chung Hing Nomination, Remuneration and Review Committee Chairman: Mr. Ma Yusheng Members: Mr. Guo Shengchen, Mr. Liao Li, Mr. Lin Hanchuan Risk Management and Investment Decision-making Committee Chairman: Mr. Wu Yan Members: Mr. Wang Yincheng, Ms. Yu Xiaoping, Mr. Wang He, Mr. Lin Zhiyong ELECTION OF SUPERVISORS OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE, ELECTION OF CHAIRPERSON OF THE SUPERVISORY COMMITTEE Following the approval by shareholders of the Company at the AGM, Mr. Li Zhuyong is appointed as a Supervisor of the fourth session of the Supervisory Committee, and Mr. Ding Ningning and Mr. Lu Zhengfei are appointed/re-elected as Independent Supervisors of the fourth session of the Supervisory Committee. The Supervisors re-elected Mr. Wang Yueshu as Chairman of the Supervisory Committee. His term is the same as that of his term of Supervisor. For the profiles of the re-elected and appointed Supervisors, please refer to the Supplemental Circular. In addition, Mr. Lu Zhengfei no longer serves as the Associate Dean of Guanghua School of Management of Peking University and is currently the Director of the Research Center for Financial Analysis and Financial Investment of Peking University, a Professor in accounting of Guanghua School of Management of Peking University and the Deputy Director of the Professional Committee for Financial Management of the Chinese Accounting Association. The qualifications of Mr. Li Zhuyong and Mr. Ding Ningning as Supervisors are subject to the approval of the CIRC after the AGM. As set out in the Supplemental Circular, Ms. Qu Yonghuan and Mr. Shen Ruiguo currently continue to serve as Employee Representative Supervisors until the new Employee Representative Supervisors are elected and commence their terms of office. Save as disclosed above and in the Supplemental Circular, as at the date of this announcement, there is no information in relation to the re-elected and appointed Directors and Supervisors which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters in relation to the re-election and appointment of Directors and Supervisors that need to be brought to the attention of the shareholders of the Company. 7

8 RETIREMENT OF DIRECTOR AND SUPERVISOR Mr. Ding Ningning (who was appointed as an Independent Supervisor at the AGM) retired as an Independent Non-executive Director and Mr. Sheng Hetai retired as a Supervisor, both effective immediately after the conclusion of the AGM. Mr. Ding and Mr. Sheng have confirmed that they have no disagreement with the Board and there are no matters that need to be brought to the attention of the shareholders of the Company in connection with the retirement of Mr. Ding and Mr. Sheng. The Board would like to thank Mr. Ding Ningning and Mr. Sheng Hetai for their beneficial contribution to the Company during their tenure. Beijing, the PRC, 26 June 2015 By Order of the Board Zhang Xiaoli Secretary of the Board On the date of this announcement, the Chairman of the Board is Mr. Wu Yan (executive director), the Vice Chairman is Mr. Guo Shengchen (executive director), the non-executive directors are Mr. Wang Yincheng, Ms. Yu Xiaoping, Mr. Li Tao and Mr. David Xianglin Li, Mr. Wang He and Mr. Lin Zhiyong are executive directors and the independent non-executive directors are Mr. Liao Li, Mr. Lin Hanchuan, Mr. Lo Chung Hing, Mr. Na Guoyi and Mr. Ma Yusheng. 8