China National Building Material : VOTING RESULTS OF ANNUAL GENERAL MEETING AND PAYMENT OF FINAL DIVIDEND
05/14/2021 | 11:39am EDT
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 of its members)
VOTING RESULTS OF ANNUAL GENERAL MEETING AND
PAYMENT OF FINAL DIVIDEND
The board of directors (the "Board") of China National Building Material Company Limited* (the "Company") is pleased to announce that the annual general meeting for the year ended 31 December 2020 (the "AGM") of the Company was held at 9:30 a.m. on Friday, 14 May 2021 at Tower 2, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC").
For details of the resolutions considered at the AGM, please refer to the circular of the Company dated 9 April 2021 (the "Circular"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.
The number of issued shares of the Company as at the date of the AGM was 8,434,770,662 shares, of which 4,566,072,868 shares were Unlisted Shares and 3,868,697,794 shares were H Shares. Accordingly, the total number of shares entitling the holders to attend and vote for or against any of the resolutions proposed at the AGM was 8,434,770,662 shares, representing 100% of the total issued share capital of the Company.
There were no shares entitling the Shareholders to attend and abstain from voting in favour of any of the resolutions proposed at the AGM as set out in Rule 13.40 of the Listing Rules. None of the Shareholders has stated its intention in the Circular to vote against or abstain from voting on any resolutions at the AGM. There were no Shareholders that were required under the Listing Rules to abstain from voting at the AGM.
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The convening of the AGM was in compliance with the requirements of the Company Law of the PRC and the provisions of the Articles of Association. The AGM was chaired by Mr. Cao Jianglin, an executive director and the chairman of the Board of the Company.
VOTING RESULTS OF AGM
For all the following resolutions, the Shareholders and authorized proxies holding an aggregate of 5,879,478,156 shares, representing approximately 69.71% of the total voting shares of the Company were present at the AGM.
All the resolutions at the AGM were taken by poll pursuant to the Listing Rules. The poll results in respect of the proposed resolutions at the AGM are as follows:
As more than half (1/2) of the votes from the Shareholders who attended and voted at the AGM were cast in favour of each
of the following resolutions, the following resolutions were duly passed as ordinary resolutions:
To consider and approve the report of the board of
directors (the "Board") of the Company for the year
ended 31 December 2020.
To consider and approve the report of the
supervisory committee of the Company for the year
ended 31 December 2020.
To consider and approve the report of the auditors and
audited financial statements of the Company for the
year ended 31 December 2020.
To consider and approve the profit distribution
plan and the final dividend distribution plan of the
Company for the year ended 31 December 2020 and to
authorise the Board to distribute such final dividend to
the shareholders of the Company.
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T o c o n s i d e r a n d a p p r o v e t h e g r a n t o f
authorisation to the Board to deal with all
m a t t e r s i n r e l a t i o n t o t h e C o m p a n y ' s
d i s t r i b u t i o n o f i n t e r i m d i v i d e n d f o r t h e
year 2021 in its absolute discretion (including but not
limited to, determining whether to distribute interim
dividend for the year 2021).
To consider and approve the continuation of
appointment of Baker Tilly China Certified Public
Accountants (Special General Partnership) as the
domestic auditor of the Company and Baker Tilly
Hong Kong Limited as the international auditor of the
Company, to hold office until the conclusion of the
next annual general meeting of the Company and to
authorise the Board to determine their remuneration.
As more than two-thirds (2/3) of the votes from the Shareholders who attended and voted at the AGM were cast in favour of
each of the following resolutions, the following resolutions were duly passed as special resolutions:
To give a general mandate to the Board to allot,
issue and deal with additional Unlisted Shares not
exceeding 20% of the number of Unlisted Shares in
issue and additional H Shares not exceeding 20%
of the number of H Shares in issue as at the date of
passing this resolution and authorise the Board to
make corresponding amendments to the Articles of
Association as it thinks fit so as to reflect the new
share capital structure upon the allotment or issuance
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To consider and approve the Company's issuance of
debt financing instruments in one or several tranche(s)
within the limit of issue permitted under relevant laws
and regulations as well as other regulatory documents
and grant of authorisation to the Board and/or its
authorised person(s) to handle all relevant matters in
relation to the issuance of debt financing instruments.
To consider and approve the proposed
amendments to the Articles of Association as
set out in Appendix I of the Circular.
To consider and approve the proposed
amendments to the Rules of Procedure for
Shareholders' General Meetings as set out in
Appendix I of the Circular.
Baker Tilly China Certified Public Accountants (Special General Partnership), the auditor of the Company, has acted as the scrutineer and compared the poll results summary to the poll forms collected by the Company. The work performed by Baker Tilly China Certified Public Accountants (Special General Partnership) in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
PAYMENT OF FINAL DIVIDEND
The Board wishes to inform the Shareholders that the details of the payment of the final dividend are as follows:
The Company will pay a final dividend of RMB3,964,342,211.14 in total (tax inclusive) for the period from 1 January 2020 to 31 December 2020 (the "2020 Final Dividend") for Shareholders whose names appear on the Company's register of members on Wednesday, 26 May 2021, representing RMB0.470 per share (tax inclusive) based on 8,434,770,662 shares in issue as at the date of this announcement. The final amount of the dividend per share will be determined based on the number of shares of the Company in issue as at 26 May 2021. According to the Articles of Association, dividends will be denominated and declared in Renminbi. Dividends on Domestic Shares will be paid in Renminbi and dividends on Unlisted Foreign Shares and H Shares will be paid in Hong Kong dollars (except for the holders of H Shares who became Shareholders through the Shanghai-Hong Kong Stock Exchanges Connectivity Mechanism (the "Shanghai-HongKong Stock Connect") as well as the Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock
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Markets (the "Shenzhen-HongKong Stock Connect"), whose dividend will be paid in Renminbi). The pre-tax dividend in Hong Kong dollars on each Unlisted Foreign Share and H Share will be determined by applying the relevant exchange rate to the pre-tax dividend per share of RMB0.470 and rounding the result to the nearest HK$0.0001. The relevant exchange rate will be the average middle exchange rate of Renminbi to Hong Kong dollars as announced by the People's Bank of China for the week prior to the date of declaration of dividends by the AGM (RMB0.8297 equivalent to HK$1.00).
Dividend Tax Deduction
Enterprise Income Tax
In accordance with tax law and relevant requirements under taxation regulatory institutions of the PRC, the Company is required to withhold 10% enterprise income tax when it distributes the 2020 Final Dividend to holders of Unlisted Foreign Shares and all non-resident enterprise Shareholders (including HKSCC Nominees Limited, other nominees, trustees or other entities and organisations, who will be deemed as non-resident enterprise Shareholders) whose names appear on the H Share register of members of the Company on Wednesday, 26 May 2021.
Pursuant to the "Notice on the Tax Policies Related to the Pilot Program of the
No. 81) (the"Shanghai-Hong Kong Stock Connect Tax Policy") and the "Notice on the Relevant Tax Policies for the Pilot Program of the Interconnection Mechanism
for Transactions in the Shenzhen and Hong Kong Stock Markets" 《( 關 於 深 港 股 票 市 場 交 易 互 聯 互 通 機 制 試 點 有 關 稅 收 政 策 的 通 知》) (Cai Shui 
No. 127) (the"Shenzhen-Hong Kong Stock Connect Tax Policy") jointly issued by the Ministry of Finance of the PRC, the State Administration of Taxation and China Securities Regulatory Commission, the dividends and bonuses derived from the investment by a domestic corporate investor in stocks listed on the Stock Exchange throughShanghai-HongKong Stock Connect andShenzhen-HongKong Stock Connect will be included in its total income and subject to enterprise income tax according to the law. In particular, dividends and bonuses received by resident enterprises in the Mainland which hold H share for at least 12 consecutive months shall be exempted from enterprise income tax according to the law. H share companies listed on the Stock Exchange will not withhold relevant tax for such corporate investors. The tax payable shall be reported and paid by the enterprises themselves.
As such, when distributing the 2020 Final Dividend to the domestic corporate investors as the holders of H Shares whose names appear on the register of Shareholders of the Company on Wednesday, 26 May 2021 provided by China Securities Depository and Clearing Corporation Limited ("China Clearing"), the Company shall not withhold tax on dividend and bonuses for the domestic corporate investors. The tax payable shall be reported and paid by the enterprises themselves.
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CNBM - China National Building Material Co. Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:38:05 UTC.
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