Hanhua Financial : Poll Results of the 2018 AGM and Retirement of a Non-executi...

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Hanhua Financial Holding Co., Ltd.*

瀚華金控股份有限公司

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

(Stock Code: 3903)

POLL RESULTS OF THE 2018 AGM

AND

RETIREMENT OF A NON-EXECUTIVE DIRECTOR

The 2018 AGM of the Company was held at Conference Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the PRC on Tuesday, 28 May 2019 and below set out the poll results at the AGM.

CONVENING AND ATTENDANCE OF THE AGM

The 2018 annual general meeting (the "AGM") of Hanhua Financial Holding Co., Ltd. (the "Company") was held at Conference Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the People's Republic of China (the "PRC") on Tuesday, 28 May 2019.

Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the circular of the Company dated 12 April 2019 (the "Circular").

The AGM was convened by the board (the "Board") of directors of the Company. The voting at the AGM was taken by registered poll.

The convention of the AGM was in compliance with the requirements of the applicable PRC laws and regulations, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the articles of association of the Company (the "Articles of Association").

To the best knowledge, information and belief of the Board, having made reasonable inquiries, as of the date of this announcement, there was no restriction on any Shareholder casting votes on any of the resolutions at the AGM and no Shareholder has a material interest in the matters considered at the AGM and was required to abstain from voting at the AGM. There were no Shares entitling the holders to attend and vote only against the resolutions proposed at the AGM, nor there any party has stated any intention in the Circular to vote against or abstain from voting on the resolutions proposed at the AGM.

POLL RESULTS OF THE 2018 AGM

As at the date of the AGM, the total number of issued Shares of the Company and Shares entitling the holders to attend and vote for or against the resolutions proposed at the AGM was 4,600,000,000, comprising 3,430,000,000 Domestic Shares and 1,170,000,000 H Shares. Shareholders and proxies who

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attended the AGM held, in aggregate, 2,875,280,911 Shares in the Company with voting right, representing approximately 62.51% of the entire issued share capital of the Company as at the date of the AGM.

At the AGM, the following resolutions were considered by registered poll and the poll results were set out as follows:

Number of votes and percentage of the total

Ordinary Resolutions(1)

voting shares at the AGM (%)

			For	Against	Abstain
1. To consider and approve the 2018 Annual	2,875,280,911	0	0
	Report.	(100%)	(0%)	(0%)
2. To consider and approve the 2018 Report of	2,875,280,911	0	0
	Board of Directors.	(100%)	(0%)	(0%)
3. To consider and approve the 2018 Report of	2,875,280,911	0	0
	Board of Supervisors.	(100%)	(0%)	(0%)
4. To consider and approve the 2018 Profit	2,666,400,296	190,179,899	18,700,716
	Distribution Plan.	(92.74%)	(6.61%)	(0.65%)
5. To consider and approve the Re-appointment of	2,875,280,911	0	0
	Financial Auditing Institutions.	(100%)	(0%)	(0%)
6.	To elect and appoint the following candidates as
	directors of the third session of the board of
	directors of the Company.
	(a)	To re-elect Mr. Zhang Guoxiang as an	2,833,426,931	0	41,853,980
		executive director of the Company.	(98.54%)	(0%)	(1.45%)
	(b)	To re-elect Mr. Wang Dayong as an	2,833,426,931	0	41,853,980
		executive director of the Company.	(98.54%)	(0%)	(1.45%)
	(c)	To re-elect Mr. Cui Weilan as an executive	2,833,426,931	0	41,853,980
		director of the Company.	(98.54%)	(0%)	(1.45%)
	(d)	To re-elect Mr. Tu Jianhua as a non-	2,778,215,298	41,853,980	55,211,633
		executive director of the Company.	(96.62%)	(1.45%)	(1.92%)
	(e)	To re-elect Mr. Duan Xiaohua as a non-	0	0	2,875,280,911
		executive director of the Company.	(0%)	(0%)	(100%)
	(f)	To re-elect Ms. Liu Jiaoyang as a non-	2,875,280,911	0	0
		executive director of the Company.	(100%)	(0%)	(0%)
	(g)	To re-elect Ms. Liu Tingrong as a non-	2,875,280,911	0	0
		executive director of the Company.	(100%)	(0%)	(0%)
	(h)	To re-elect Ms. Wang Fangfei as a non-	2,875,280,911	0	0
		executive director of the Company.	(100%)	(0%)	(0%)
	(i)	To re-elect Mr. Feng Yongxiang as a non-	2,875,280,911	0	0
		executive director of the Company.	(100%)	(0%)	(0%)
	(j)	To re-elect Mr. Liu Bolin as a non-	2,875,280,911	0	0
		executive director of the Company.	(100%)	(0%)	(0%)
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	(k)	To re-elect Mr. Bai Qinxian as an	2,875,280,911	0	0
		independent non-executive director of the	(100%)	(0%)	(0%)
		Company.
	(l)	To re-elect Mr. Deng Zhaoyu as an	2,875,280,911	0	0
		independent non-executive director of the	(100%)	(0%)	(0%)
		Company.
	(m)	To re-elect Mr. Qian Shizheng as an	2,875,280,911	0	0
		independent non-executive director of the	(100%)	(0%)	(0%)
		Company.
	(n)	To re-elect Mr. Ng Leung Sing as an	2,875,280,911	0	0
		independent non-executive director of the	(100%)	(0%)	(0%)
		Company.
	(o)	To re-elect Mr. Yuan Xiaobin as an	2,875,280,911	0	0
		independent non-executive director of the	(100%)	(0%)	(0%)
		Company.

7. To elect and appoint the following candidates as supervisors of the third session of the board of supervisors of the Company.

		(a)	To re-elect Mr. Li Ruping as a shareholder	2,875,280,911	0	0
			representative supervisor of the Company.	(100%)	(0%)	(0%)
		(b)	To re-elect Ms. Qin Yong as a shareholder	2,875,280,911	0	0
			representative supervisor of the Company.	(100%)	(0%)	(0%)
				Number of votes and percentage of the total
			Special Resolution(1)	voting shares at the AGM (%)
				For	Against	Abstain
8.	To consider and approve the annual plan of	2,693,281,013	0	181,999,898
		external guarantee in the year of 2019.	(93.67%)	(0%)	(6.33%)

Note:

（1）Please refer to the Circular for details of the resolutions.

As not more than half of the votes were cast in favour of the resolution No.6(e), the ordinary resolution was not duly passed.

Except for the above resolution No.6(e), as more than half of the votes were cast in favour of the remaining resolutions, the ordinary resolutions were duly passed.

As more than two-thirds of the votes were cast in favour of the above special resolution No.8, the special resolution was duly passed.

RETIREMENT OF A NON-EXECUTIVE DIRECTOR AND CHANGE OF COMPOSITION OF RISK MANAGEMENT COMMITTEE

Before the AGM, Mr. Duan Xiaohua ("Mr. Duan") made a statement to the Board that, due to personal work arrangements, he no longer served as candidate as director of the third session of the Borad and intended to withdraw from the re-election as a non-executive director of the Company. Since the

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resolution in relation to Mr. Duan's re-election has not been passed by more than half of the votes, the term of Mr. Duan's term of office being a non-executive director of the Company ended after the AGM. Accordingly, commencing from 28 May 2019, Mr. Duan will no longer serve as a non-executive director of the Company. Mr. Duan has confirmed that there is no disagreement with the Board in any respect and there is no othermatter that needs to be further brought to the attention of the shareholders of the Company or the Stock Exchange. The Board wishes to express its sincere gratitude to Mr. Duan for his contribution as a non-executive director of the Company.

As Mr. Duan no longer served as a non-executive director, he has also ceased to be a member of the risk management committee. The Board has appointed Mrs. Liu Tingrong, a non-executive director, as a risk management committee member to replace Mr. Duan.

The 14 directors approved by the AGM will form a new session of the Board. The Company will put forward a resolution to elect a new board member as soon as possible at the next general meeting, in accordance with the relevant laws, regulations and the Articles of Association in the Company Law of the Peoples Republic of China.

LAWYER AS WITNESS

The AGM was witnessed by the PRC legal advisers of the Company, DeHeng Law Offices, who issued a legal opinion, pursuant to which DeHeng Law Offices was of the view that the convening of and the procedures for holding the AGM, the eligibility of the Shareholders and proxies who attended the AGM, the eligibility of the convener, the voting procedures and poll results of the resolutions were in compliance with the requirements of the relevant laws and regulations of the PRC and the provisions of the Articles of Association and that the poll results of the AGM were valid.

Pan-China Certified Public Accountants (special general partnership), was appointed by the Company as the scrutineer of the AGM for the vote-taking.

By order of the Board

Hanhua Financial Holding Co., Ltd.

Zhang Guoxiang

Chairman of the Board

Chongqing, the PRC, 28 May 2019

As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Guoxiang, Mr. WANG Dayong and Mr. CUI Weilan; the non-executive directors of the Company are Mr. TU Jianhua, Ms. LIU Jiaoyang, Ms. LIU Tingrong, Ms. WANG Fangfei, Mr. FENG Yongxiang and Mr. LIU Bolin; and the independent non-executive directors of the Company are Mr. BAI Qinxian, Mr. DENG Zhaoyu, Mr. QIAN Shizheng, Mr. NG Leung Sing and Mr. YUAN Xiaobin.

* For identification purpose only

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