CHINA CITIC BANK CORPORATION LIMITED 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.
中信銀行股份有限公司
China CITIC Bank Corporation Limited(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 998) POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 HELD ON 28 JANUARY 2015
The board of directors (the "Board") of China CITIC Bank Corporation Limited (the "Bank") is pleased to announce that the first extraordinary general meeting of 2015 ("First EGM of 2015") was held at 9:30 a.m. on Wednesday, 28 January 2015 at CITIC Bank, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People's Republic of China (the "PRC"). The First EGM of 2015 was chaired by Mr. Wong Luen Cheung Andrew, an independent non-executive Director of the Bank. Among all 11 incumbent Directors of the Bank, one independent non- executive Director, Mr. Wong Luen Cheung Andrew, attended the First EGM of 2015 in person and the rest of the Directors were unable to attend the First EGM of 2015 due to other businesses; among all six incumbent supervisors of the Bank, one supervisor, Mr. Deng Yuewen, attended the First EGM of 2015 in person and the rest of the supervisors were unable to attend the First EGM of 2015 due to other businesses; secretary of the Board was unable to attend the First EGM of
2015 due to other businesses; Securities Representative of the Bank, Mr. Wang Junwei, attended the First EGM of 2015 in person; the senior management of the Bank were unable to attend the First EGM of 2015 due to other businesses. The First EGM of 2015 was convened in compliance with the relevant requirements of the Company Law of the PRC and the articles of association of the Bank.
Reference is made to the circular dated 2 January 2015 issued by the Bank in connection with the First EGM of 2015 (the "Circular"). Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
The total number of issued Shares as at the date of the First EGM of 2015 was 46,787,327,034
Shares.
CITIC Corporation Limited, being the Shareholder of the Bank holding a total of 31,406,992,773
Shares representing approximately 67.13% of the total issued Share capital of the Bank as at the date of the First EGM of 2015, has a material interest in the proposed ordinary resolutions in relation to the application for the cap of non-credit extension connected transactions with connected person for the years 2015-2017 and the application for the cap of credit extension related party transactions with CITIC Group as a related party for the years 2015-2017. Therefore CITIC Corporation Limited and other shareholders of the Bank controlled by CITIC Corporation Limited abstained from voting on such proposed ordinary resolutions at the First EGM of 2015 in accordance with the Hong Kong Listing Rules. Therefore, there was a total number of
15,380,334,261 Shares entitling the Shareholders to attend and vote for or against the proposed ordinary resolutions in relation to the application for the cap of non-credit extension connected transactions with connected person for the years 2015-2017 and the application for the cap of credit extension related party transactions with CITIC Group as a related party for the years 2015-
2017 at the First EGM of 2015.
Except for the above, there were no Shares of the Bank entitling the Shareholders to attend and abstain from voting in favour at the First EGM of 2015 as set out in Rule 13.40 of the Hong Kong Listing Rules. None of the Shareholders has stated his or her intention in the Circular to vote against or to abstain from voting on any of the resolutions at First EGM of 2015.
28 Shareholders and duly authorized proxies, holding 38,636,596,348 Shares of the Bank and representing approximately 82.579191% of the total number of issued Shares of the Bank were present at First EGM of 2015, including 12 H Shareholders and duly authorized proxies, holding
9,678,145,289 H Shares of the Bank and representing approximately 20.685399% of the total number of issued Shares of the Bank, and 16 A Shareholders and duly authorized proxies, holding 28,958,451,059 A Shares of the Bank and representing approximately 61.893792% of the total number of issued Shares of the Bank.
The resolutions at the First EGM of 2015 were voted by poll. The first EGM of 2015 have adopted on-site voting as well as online voting. Online voting was conducted through the trading system and the designated voting system of the Shanghai Stock Exchange, in which the holders of A Shares of the Bank participated. Computershare Hong Kong Investor Services Limited (the Bank's H share registrar), King & Wood Mallesons (the Bank's PRC legal adviser), Shareholders' representatives and the board of supervisors of the Bank collectively acted as the scrutineers for votes counting at the First EGM of 2015.
The Board is pleased to announce that all the resolutions have been duly passed at First EGM of
2015 and the details of poll results are as follows:
No. | Ordinary Resolutions | Number of Votes (%) | Total Number of Votes | ||
No. | Ordinary Resolutions | For | Against | Abstain | Total Number of Votes |
1 | to consider and approve the resolution on application for the cap of non-credit extension connected |
transactions with connected person for the years 2015-2017 | |||||
1.1 CITIC Group Corporation and China CITIC Bank Corporation Limited Asset Transfer Framework Agreement and its annual caps | 7,222,979,168 99.908371% | 54,407 0.000753% | 6,570,000 0.090876% | 7,229,603,575 | |
The resolution was duly passed as an ordinary resolution. | |||||
1.2 CITIC Group Corporation and China CITIC Bank Corporation Limited Wealth Management and Investment Services Framework Agreement and its annual caps | 7,222,979,168 99.908371 % | 54,407 0.000753% | 6,570,000 0.090876% | 7,229,603,575 | |
The resolution was duly passed as an ordinary resolution. | |||||
2 | to consider and approve the resolution on application for the cap of credit extension related party transactions with CITIC Group as a related party for the years 2015-2017 | 7,222,970,168 99.908247% | 54,407 0.000752% | 6,579,000 0.091001% | 7,229,603,575 |
2 | The resolution was duly passed as an ordinary resolution. |
King & Wood Mallesons, the Bank's PRC legal adviser, issued a legal opinion which certified and stated the following: the convening, holding, qualification of the attendees and convenor and voting procedures of the First EGM of 2015 conform to provisions of relevant laws and regulations including the Company Law of the People's Republic of China, Rules of Procedures of Shareholder's General Meeting of Listed Companies and the Implementing Rules for the Online Voting at General Meetings of Listed Companies of Shanghai Stock Exchange as well as provisions of the articles of association of the Bank. The resolutions passed at the First EGM of
2015 are lawful and valid.
By order of the Board of
Chairman
Beijing, the PRC
28 January 2015
As at the date of this announcement, the executive directors of the Bank are Ms. Li Qingping and Mr. Sun Deshun; the non-executive directors are Mr. Chang Zhenming, Dr. Zhu Xiaohuang, Mr. Dou Jianzhong, Mr. Zhang Xiaowei and Mr. Gonzalo José Toraño Vallina; and the independent non executive directors are Mr. Li Zheping, Ms. Wu Xiaoqing, Mr. Wong Luen Cheung Andrew and Mr. Yuan Ming.
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