AGRICULTURAL BANK OF CHINA LIMITED 
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 company incorporated in the People's Republic of China with limited liability)
Stock Code: 1288 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE BANK
A meeting of the board of directors (the "Board") of
Agricultural Bank of China Limited (the "Bank") was held by
video conference at Beijing and Hong Kong on 29 August 2012.
12 directors were entitled to attend and all of them were
present at the meeting. The meeting was conducted in
compliance with the applicable laws, administrative rules,
regulations, articles of association of the Bank (the
"Articles of Association") and the rules of procedure of the
Board.
The following proposal was considered and approved at the
meeting:
Voting result: 12 valid votes, including 12 votes in favour,
0 vote against and 0 vote abstained.
In recent years, the regulatory authorities have amended and
improved the existing regulatory rules to achieve
macroprudential supervision and promote corporate governance.
In this regard, the Bank proposed to amend the Articles of
Association in accordance with, among others, the
newly-amended Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited, the Notice on
Further Improving the Cash Dividend Distribution of Listed
Companies issued by Beijing Office of China Securities
Regulatory Commission (the "CSRC"), comments and instructions
raised by the regulatory authorities including the China
Banking Regulatory Commission (the "CBRC") and Beijing Office
of the CSRC, the corporate governance practices of the Bank
since its initial public offering and the experiences of
other banks.
The proposed amendments to the Articles of Association (the
"Proposed Amendments") principally mainly include the voting
methods at the shareholders' general meetings, requirements
for director's performance of duties, evaluation of
performance of directors and senior management, internal
control management system and cash dividend distribution
policy, etc.
1
It is also proposed that the Board shall be authorized by the
shareholders' general meeting of the Bank to amend the
Articles of Association in accordance with comments from the
regulatory authorities so as to obtain approval therefrom,
and to amend the corresponding articles in relation to the
timing requirements for the shareholders' general meetings
after the regulatory authorities have amended the requirement
of 45 days prior notice of the shareholders' general
meetings, and submit such amendments to the CBRC for
approval.
This proposal will be submitted for consideration and
approval at the shareholders' general meeting of the Bank by
way of a special resolution. Details of the Proposed
Amendments will be set out in the circular of the
shareholders' general meeting to be dispatched to the
shareholders of the Bank. Upon approval by the shareholders'
general meeting, the Proposed Amendments are still subject to
approval by the CBRC.
By Order of the Board of Directors Agricultural Bank of China
Limited LI Zhenjiang
Company Secretary
Beijing, PRC
29 August 2012
As at the date of this announcement, our executive directors are Mr. JIANG Chaoliang and Mr. ZHANG Yun; our non-executive directors are Mr. SHEN Bingxi, Mr. LIN Damao, Mr. CHENG Fengchao, Mr. LI Yelin, Mr. XIAO Shusheng and Mr. ZHAO Chao; and our independent non-executive directors are Mr. Anthony WU Ting-yuk, Mr. QIU Dong, Mr. Frederick MA Si-hang and Mr. WEN Tiejun.
2
|
distributed by
|
