Securities code: China Pacific Insurance (Group) Co.Ltd(601601) securities abbreviation: China Pacific Insurance (Group) Co.Ltd(601601) Announcement No.: 2022006 important tips
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd
Announcement on resolutions of the 15th meeting of the ninth board of directors
The notice of the 15th meeting of the ninth board of directors of the company was sent in writing on March 11, 2022 and held in Shanghai on March 25, 2022. The meeting was presided over by Chairman Kong Qingwei. 15 directors shall attend the meeting and 15 directors shall attend the meeting in person. The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The number of attendees of the board meeting meets the quorum requirements, and the meeting is held in accordance with the relevant provisions of the company law and the articles of association.
After deliberation and on-site voting by the attending directors, the following resolutions are formed:
1、 The proposal on the change of accounting estimates of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. in 2021 was reviewed and passed
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The company’s announcement on changes in accounting estimates disclosed.
The independent directors of the company expressed their independent opinions on the proposal.
Voting results: 15 in favor, 0 against and 0 abstention
2、 The proposal on the 2021 annual report of the board of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
3、 The proposal on 2021 president’s work report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
4、 The proposal on the 2021 annual financial statement of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
5、 The proposal on 2021 annual report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
For the text and summary of the 2021 annual report, please refer to the website of Shanghai Stock Exchange: www.sse com. cn.。
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
6、 The proposal on the preliminary performance announcement of H shares of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. in 2021 was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
7、 The proposal on 2021 profit distribution proposal of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
The audited consolidated financial statements prepared in accordance with the Chinese accounting standards for business enterprises in 2021, the net profit attributable to the shareholders of the parent company is RMB 26.834 billion, and the net profit in the financial statements of the parent company is RMB 13.579 billion. According to the articles of association and other relevant provisions, if the cumulative amount of statutory surplus reserve is more than 50% of the company’s registered capital, it may not be withdrawn. After carrying forward the undistributed profits of the previous year, the undistributed profits of the company in the financial statements of Chinese accounting standards for business enterprises at the end of 2021 were 41.396 billion yuan.
The profit distribution of the company in 2021 is based on the audited financial statements of the parent company. It is proposed to distribute the annual cash dividend of RMB 1.0 per share (including tax) according to the total share capital of 9620341455 shares, with a total distribution of RMB 9620341455, and the remaining undistributed profits are carried forward to 2022. After the cash dividend distribution, the group’s solvency adequacy ratio has no significant impact, and it is expected that the implementation of phase II of the second generation of repayment will still meet the regulatory requirements.
The company will not convert the capital reserve into share capital this year.
The independent directors of the company have expressed their independent opinions on the proposal. The independent directors believe that the proposed profit distribution scheme of the company in 2021 complies with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, conforms to the actual situation of the company and is conducive to the sustainable and healthy development of the company, It is agreed that the profit distribution plan will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation after being reviewed and approved by the board of directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The company’s announcement of profit distribution plan for 2021 disclosed.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
8、 The proposal on the report on the review and adjustment of the strategic allocation plan of investment assets of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. in 2021 was reviewed and passed. The voting results were: 15 in favor, 0 against and 0 abstention
9、 The proposal on 2022 annual asset allocation and investment budget plan of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
10、 The proposal on China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. to carry out domestic refinancing securities lending business was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
11、 The proposal on 2021 annual performance appraisal results of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
The independent directors of the company expressed their independent opinions on the proposal.
Voting results: 13 in favor, 0 against and 0 abstention (directors Kong Qingwei and Fu Fan abstained from voting)
12、 The proposal on Amending the articles of association of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to the revised articles of association of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd., and request the general meeting of shareholders to authorize the chairman or his authorized person to make necessary and appropriate amendments to the amendment of the articles of association according to the amendment requirements put forward by the regulatory authority during the company’s application for approval of the articles of association.
The revised articles of association shall come into force after being approved by the China Banking and Insurance Regulatory Commission.
See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) for specific modifications The announcement on Amending the articles of Association disclosed by the company.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
13、 The proposal on Amending the rules of procedure of the general meeting of shareholders of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to the revised rules of procedure of the general meeting of shareholders of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd., and request the general meeting of shareholders to authorize the chairman or his authorized person to make corresponding amendments to the rules of procedure of the general meeting of shareholders as he deems necessary and appropriate according to the modification requirements put forward by the regulatory authority. The revised rules of procedure of the general meeting of shareholders shall come into force after the approval of the articles of association by the China Banking and Insurance Regulatory Commission.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention.
14、 The proposal on Amending the rules of procedure of the board of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to the revised rules of procedure of the board of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd., and request the general meeting of shareholders to authorize the chairman or his authorized person to make corresponding amendments to the rules of procedure of the board of directors as it deems necessary and appropriate according to the amendment requirements put forward by the regulatory authority. The revised rules of procedure of the board of directors shall come into force after the approval of the articles of association by the China Banking and Insurance Regulatory Commission.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention.
15、 The proposal on the general authorization of the board of directors to issue new shares submitted to the general meeting of shareholders was reviewed and adopted
The board of directors agrees to request the general meeting of shareholders of the company to unconditionally and generally authorize the board of directors of the company to decide that the company shall issue A-Shares and / or H shares alone or at the same time within the relevant period, and the total par value of A-Shares and / or H shares issued shall not exceed 20% of the total par value of A-Shares and / or H shares issued by the company on the date of adoption of this proposal. The above-mentioned relevant period refers to the period from the date of adoption of the proposal to the earliest of the following dates: 1. After the adoption of the proposal, at the end of the next annual general meeting of the company; 2. The expiration date of 12 months after the adoption of this proposal; 3. The date on which the authorization given to the board of directors under this resolution is revoked or amended by a resolution passed by the shareholders of the company at any general meeting.
According to relevant laws and regulations of China, even with general authorization, the issuance of A-share new shares still needs to be approved by the general meeting of shareholders.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
Voting results: 15 in favor, 0 against and 0 abstention
16、 The proposal on the administrative measures for the authorization of the president by the board of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
17、 The proposal on the 2021 annual corporate governance report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
18、 The proposal on the report on the performance and evaluation results of directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. in 2021 was reviewed and adopted
Agree to report to the general meeting of shareholders.
Voting results: 15 in favor, 0 against and 0 abstention
19、 The proposal on the 2021 report on the performance of independent directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to report to the general meeting of shareholders.
Voting results: 15 in favor, 0 against and 0 abstention
20、 The proposal on the 2021 management report of non insurance subsidiaries of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
21、 The proposal on the 2021 annual solvency report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
22、 The proposal on 2021 annual risk assessment report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
23、 The proposal on 2021 compliance report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
24、 The proposal on the summary of internal audit work of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. in 2021 was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
25、 The proposal on the 2022 internal audit work arrangement of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
26、 The proposal on the 2021 annual internal control evaluation report of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
27、 The proposal on 2022 internal control evaluation work plan of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
28、 The proposal on the evaluation report on the implementation of the 2021 annual development plan of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and passed
Voting results: 15 in favor, 0 against and 0 abstention
29、 The proposal on the 2021 report on the protection of consumers’ rights and interests of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. and the key points of consumer protection in 2022 was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
30、 The proposal on Revising the risk management policy of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
31、 The proposal on Amending the measures for the administration of connected transactions of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Voting results: 15 in favor, 0 against and 0 abstention
32、 The proposal on the 2021 report on related party transactions and the implementation of related party transaction management system of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. was reviewed and adopted
Agree to report to the general meeting of shareholders.
Voting results: 15 in favor, 0 against and 0 abstention
