HAITONG SECURITIES CO., LTD. 
By 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: 6837) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 27 MAY 2014 VOTING RESULTS OF THE MEETING
References are made to the notice of annual general meeting dated 11 April 2014, the supplemental notice of annual general meeting and the circular of annual general meeting (the "Circular") dated
30 April 2014, the indicative announcement regarding the convening of the 2013 annual general meeting dated 9 May 2014 and the announcement regarding change of book closure period and dividend payment date dated 15 May 2014 of Haitong Securities Co., Ltd. (the "Company"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
The Board of Directors (the "Board") of the Company is pleased to announce that the 2013 annual general meeting of the Company (the "AGM") was held at Multi-function hall, 4/F, Shanghai Mingde Grand Hotel, No. 558 Xizang North Road, Shanghai, the PRC, by way of an on-site meeting on Tuesday, 27 May 2014 at 1:00 p.m.
The meeting was convened by the Board and chaired by Mr. WANG Kaiguo, Chairman of the Board. Voting at the AGM was conducted by poll onsite. In accordance with relevant PRC laws and regulations, the holders of A Shares were entitled to attend the voting at the AGM in person or by proxy for the relevant resolutions. Computershare Hong Kong Investor Services Limited, the Company's H share registrar, two representatives from the Company's Shareholders, a Supervisor of the Company and one representative from Grandall Law Firm (Shanghai) were appointed by the Company as the scrutineers for the vote-taking at the AGM. Two representatives of the auditors of the Company also attended the AGM. Some of the Directors and Supervisors, as well as the Secretary to the Board, attended the AGM. Some members of the senior management were also present.
As at the date of the AGM, the total number of issued shares of the Company was 9,584,721,180, which was the total number of shares entitling the holders to attend and vote for or against or abstain from voting in respect of the resolutions at the AGM. There was no restriction on any Shareholders casting votes on any of the proposed resolutions at the AGM. Reference is made to the Circular, which does not contain any Shareholder's intention to vote against or abstain from voting in respect of the resolutions proposed at the AGM.
A total of 59 Shareholders of the Company and their proxies, holding an aggregate of
3,386,130,113 shares with voting rights, representing approximately 35.3% of the total shares with
voting rights of the Company, in which, 56 Shareholders of A shares and their proxies, holding
an aggregate of 2,906,537,274 shares, representing approximately 30.3% of the total shares with
voting rights of the Company while three Shareholders of H shares and their proxies, holding an
aggregate of 479,592,839 shares, representing approximately 5.0% of the total shares with voting
rights of the Company, have attended the AGM.
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The Shareholders present at the AGM considered and approved the following resolutions:
Ordinary Resolutions | VOTES (%) | |||
Ordinary Resolutions | For | Against | Abstain | |
1. | To consider and approve the report of the Board of Directors of the Company for the year 2013 | 3,379,799,855 shares 99.813053% | 2,359,320 shares 0.069676% | 3,970,938 shares 0.117271% |
1. | 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 Supervisory Committee of the Company for the year 2013 | 3,378,244,255 shares 99.767113% | 3,914,920 shares 0.115616% | 3,970,938 shares 0.117271% |
2. | 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 2013 | 3,379,799,855 shares 99.813053% | 2,359,320 shares 0.069676% | 3,970,938 shares 0.117271% |
3. | 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 final accounts report of the Company for the year 2013 | 3,379,799,855 shares 99.813053% | 2,359,320 shares 0.069676% | 3,970,938 shares 0.117271% |
4. | 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 proposal of the Company for the year 2013 | 3,382,136,655 shares 99.882064% | 22,520 shares 0.000665% | 3,970,938 shares 0.117271% |
5. | 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 renewal of engagement of A Share auditing firm and H Share auditing firm for the year 2014 | 3,361,497,358 shares 99.272540% | 2,554,295 shares 0.075434% | 22,078,460 shares 0.652026% |
6. | 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 proposal reg arding investment asset allocation of equity, fixed income securities and derivative products of the Company for the year 2014 | 3,376,195,455 shares 99.706607% | 1,320 shares 0.000039% | 9,933,338 shares 0.293354% |
7. | As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. |
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Ordinary Resolutions | VOTES (%) | |||
Ordinary Resolutions | For | Against | Abstain | |
8. | To consider and approve the proposed appointment of Mr. Qu Qiuping as the executive Director of the Company | 3,370,400,689 shares 99.535475% | 5,795,486 shares 0.171154% | 9,933,938 shares 0.293371% |
8. | As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. | |||
Special Resolution | VOTES (%) | |||
Special Resolution | For | Against | Abstain | |
1. | To consider and approve the proposal regarding the scale of financing business for customers of the Company | 3,375,216,655 shares 99.677701% | 1,001,320 shares 0.029571% | 9,912,138 shares 0.292728% |
1. | As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||
2. | To consider and approve the grant of general mandate to authorize, allot or issue A shares and/or H shares | 3,002,607,055 shares 88.673706% | 379,552,120 shares 11.209023% | 3,970,938 shares 0.117271% |
2. | As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||
3. | To consider and approve the adoption of share option incentive scheme | 3,313,578,211 shares 97.857380% | 62,618,064 shares 1.849252% | 9,933,838 shares 0.293368% |
3. | As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. | |||
4. | To consider and approve the proposed conduct of option related business | 3,382,136,655 shares 99.882064% | 1,320 shares 0.000039% | 3,992,138 shares 0.117897% |
4. | As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. |
Please refer to the Circular for full text of the resolutions.
APPOINTMENT OF THE ExECUTIVE DIRECTOR
Biographical details of the executive director appointed by the above ordinary resolution numbered
8 as approved by the shareholders of the Company are set our as follows:
Mr. QU Qiuping ("Mr. QU"), aged 53, was a member of Chinese Communist Party and with a master degree in economics. Mr. QU was an accountant, the deputy section chief and Secretary
of Youth League committee of Nanshi District Office, Shanghai of the Bank of China (_t#ijlti�
ltil!M�) from January 1980 to December 1983; the deputy section chief and section chief
of Nanshi District Office, Shanghai of the Industrial and Commercial Bank of China (_t#ijlti�
ltil!M�) from January 1984 to September 1992; the vice president of Nanshi Sub-branch of
the Industrial and Commercial Bank of China, Shanghai Branch (r:p�IJm�-T_t#ijlti)J-T�lti
5z-T) from September 1992 to November 1995; the deputy head of the Accounting and Cashier
Department of the Industrial and Commercial Bank of China, Shanghai Branch (r:p�IJm�-T_t#ij
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lti)J-T) from November 1995 to December 1996; the president and deputy secretary of CPC party committee of Baoshan Sub-branch, Shanghai of the Industrial and Commercial Bank of China (r:p
�IJm�-T_t#ijltiIi15z-T) from December 1996 to March 1999; the head of the Accounting
and Clearing Department of the Industrial and Commercial Bank of China, Shanghai Branch from
March 1999 to December 1999; the assistant to the president of the Industrial and Commercial Bank of China, Shanghai Branch from December 1999 to June 2000; the deputy president of the Industrial and Commercial Bank of China, Shanghai Branch from June 2000 to February 2005; the
deputy president of the Industrial and Commercial Bank of China, Jiangsu Branch (r:p�IJm�-T
Ii!�)J-T) from February 2005 to September 2008; the deputy secretary of CPC party committee
and the deputy chairman of the board of directors of Bank of Shanghai (_t#ij�-T) from September
2008 to November 2008; the president, deputy secretary of CPC party committee and the deputy
chairman of the board of directors of Bank of Shanghai from November 2008 to December
2010; the head of the Work Coordination Department of the authority appointed by the Office of Branches Coordination Committee of China Securities Regulatory Commission (r:p�m�
'/l ]l!<ì;i!1!iJJilil!#If)'/ì!�Jli) from December 2010 to August 2012; and the Supervision
Department of Non-listed Public Companies of China Securities Regulatory Commission (r:p�m
� '/l ]l!<ì;i!1! _tlti Jli) from August 2012 to April 2014.
As far as the Directors of the Company are aware, Mr. QU has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. QU does not have any relationship with any directors, supervisors, senior management or substantial shareholders of the Company, nor does he hold any position in the Company or any of its subsidiaries. As at the date of this announcement, Mr. QU does not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.
Save as disclosed above, there is no other information in relation to the appointment of Mr. QU which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor are there any matters which need to be brought to the attention of the shareholders of the Company. Mr. QU has not been penalized by China Securities Regulatory Commission or other relevant departments or stock exchanges.
As at the date of this announcement, the Company has not entered into any service contract with Mr. QU. The Board proposed to appoint Mr. QU as the executive Director of the Company. The qualification of Mr. QU for serving as the director is subject to approval by regulatory authorities. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of Mr. QU shall be the same as the fifth session of the Board. The remuneration of Mr. QU shall be determined in accordance with the Management Measures with regards to the Compensation and Performance Review for Senior Management of Haitong Securities Co., Ltd.
The Board wishes to inform Shareholders that details of the payment of the final dividends are as follows:
The final cash dividend of RMB1.20 (inclusive of tax) for every 10 shares will be paid to the holders of H Shares of the Company on 12 June 2014. Please refer to the announcement regarding change of book closure period and dividend payment date of the Company dated 15 May 2014 for the record date and the dates of closure of the Company's register of members of H Shares to determine the entitlement of holders of H Shares to the final dividend.
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According to the Articles of Association of the Company, dividends shall be denominated and declared in Renminbi and dividends payable to holders of H Shares shall be paid in Hong Kong dollars. The actual amount of H Share dividends paid in Hong Kong dollars is converted based on the average benchmark exchange rate for Renminbi to Hong Kong dollars as announced by the People's Bank of China for the five business days prior to 27 May 2014, being the date of the 2013
AGM, (i.e. RMB0.795326 against HK$1.00), being a cash dividend of HK$1.508815 (inclusive of tax) for every 10 H Shares.
Pursuant to the Notice of the PRC State Administration of Taxation on Issues Concerning
Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No.
045 (Guo Shui Han [2011] No. 348), the dividend received by the overseas resident individual shareholders from the stocks issued by domestic non-foreign invested enterprises in Hong Kong is subject to the payment of individual income tax according to the items of "interests, dividend and bonus income", which shall be withheld by the withholding agents according to the relevant laws. The overseas resident individual shareholders who hold the stocks issued by domestic non-foreign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries where they are residents and China or the tax arrangements between Mainland and Hong Kong (Macau). The tax rate for dividends under the relevant tax agreements and tax arrangements is generally 10%, and for the purpose of simplifying tax administration, domestic non-foreign invested enterprises issuing shares in Hong Kong may, when distributing dividend, generally withhold individual income tax at the rate of 10%, and are not obligated to file an application. If the tax rate for dividend is not equal to 10%, the following provisions shall apply: (1) for citizens from countries under agreements to be entitled to tax rates lower than 10%, the withholding agents will file applications on their behalf to seek entitlement of the relevant agreed preferential treatments, and upon approval by the tax authorities, over withheld tax amounts will be refunded; (2) for citizens from countries under agreements to be entitled to tax rates higher than 10% but lower than 20%, the withholding agents will withhold the individual income tax at the agreed-upon effective tax rate when distributing dividend (bonus), and are not obligated to file an application; (3) for citizens from countries without tax agreements or are under other situations, the withholding agents will withhold the individual income tax at a tax rate of 20% when distributing dividend.
Pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897), a PRC resident enterprise, when distributing dividends for 2008 and for the years afterwards to H shareholders who are overseas non-resident enterprises, shall be subject to the enterprise income tax withheld at a uniform rate of 10%.
The Company will withhold payment of the relevant income tax strictly in accordance with the relevant laws or requirements of the relevant government departments and strictly based on the Company's register of members of H Shares on the record date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding of enterprise income tax. The Company has appointed Bank of China (Hong Kong) Trustees Limited (the "Receiving Agent"), to receive on behalf of holders of H Share all dividends declared in respect of H Shares.
The Company will announce separately on the Shanghai Stock Exchange details of the arrangement regarding the distribution of final dividend for the year ended 31 December 2013 to holders of A Shares.
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Grandall Law Firm (Shanghai), the PRC legal advisers to the Company, consider the convening and the procedures of the AGM, the qualifications of the attendees of the AGM and voting process of the AGM are in compliance with the requirements of the relevant laws and regulations and the Articles of Association of the Company, and the poll results of the AGM are lawful and valid.
By order of the Board
Chairman
Shanghai, the PRC
27 May 2014
As at the date of this announcement, the executive directors of the Company is Mr. WANG Kaiguo; the non-executive directors are Mr. ZHUANG Guowei, Mr. ZHOU Donghui, Mr. HE Jianyong, Mr. ZHANG Jianwei, Mr. XU Chao, Mr. WANG Hongxiang, Mr. LI Gewei and Mr. FENG Huang; and the independent non-executive directors are Mr. XIA Bin, Mr. CHEN Qiwei, Mr. ZHANG Huiquan, Mr. ZHANG Ming, Mr. DAI Genyou, Mr. LIU Chee Ming and Mr. XIAO Suining.
* For identification purpose only
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