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.

China Reinsurance (Group) Corporation ʕ਷Ύڭᎈ€ණྠٰ΅Ϟࠢʮ̡

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

(Stock Code: 1508)

POLL RESULTS OF 2019 ANNUAL GENERAL MEETING

AND

PAYMENT OF FINAL DIVIDEND

POLL RESULTS OF 2019 ANNUAL GENERAL MEETING

China Reinsurance (Group) Corporation (the "Company") announces that the 2019 annual general meeting (the "AGM") of the Company was held on 23 June 2020, at which the resolutions set out in the notice of the AGM dated 8 May 2020 were voted by poll and passed. For the details of the resolutions considered at the AGM, Shareholders may refer to the circular of the AGM of the Company dated 8 May 2020 (the "Circular"). Unless otherwise defined in this announcement, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular. The poll results are set out below:

ORDINARY RESOLUTIONS

Number of votes and percentage of the total voting shares at the meeting (%)

For

Against

Abstain

1

To consider and approve the report of board of directors for the year 2019

37,693,703,855 99.988233%

0 0.000000%

4,436,000 0.011767%

As more than 50% 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 board of supervisors for the year 2019

37,693,703,855 99.988233%

0 0.000000%

4,436,000 0.011767%

As more than 50% 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 remuneration matters of relevant directors and supervisor of the Company for the year 2018

37,693,299,163 99.987159%

4,830,692 0.012814%

10,000 0.000027%

As more than 50% 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 financial accounts report for the year 2019

37,693,703,855 99.988233%

0 0.000000%

4,436,000 0.011767%

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

As more than 50% of the votes were cast in favour of this resolution, the resolution was

As more than 50% of the votes were cast in favour of this resolution, the resolution was

As more than 50% of the votes were cast in favour of this resolution, the resolution was

As more than 50% of the votes were cast in favour of this resolution, the resolution was

ORDINARY RESOLUTIONS

Number of votes and percentage of the total voting shares at the meeting (%)

For

Against

Abstain

5

To consider and approve the profit distribution plan for the year 2019

37,698,139,855 100.000000%

0 0.000000%

0 0.000000%

As more than 50% 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 investment budget for fixed assets for the year 2020

37,698,129,855 99.999973%

0 0.000000%

10,000 0.000027%

As more than 50% 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 engagement of statutory financial reporting auditors and related fees for the year 2020

37,636,745,486 99.837142%

61,384,369 0.162831%

10,000 0.000027%

As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

AS REPORTING DOCUMENTS

1

To review the performance report of the directors for the year 2019

N/A

N/A

N/A

2

To review the performance report of the independent directors for the year 2019

N/A

N/A

N/A

3

To review the report on the overall related-party transactions and report on the evaluation of internal transactions for the year 2019

N/A

N/A

N/A

4

To review the report on review and analysis of solvency for the year 2019

N/A

N/A

N/A

As more than 50% of the votes were cast in favour of this resolution, the resolution was

As more than 50% of the votes were cast in favour of this resolution, the resolution was

As more than 50% of the votes were cast in favour of this resolution, the resolution was

The total number of Shares entitling the Shareholders to attend and vote for or against the resolutions or abstain from voting at the AGM was 42,479,808,085 Shares, which was the total number of issued Shares of the Company as at the date of the AGM. Shareholders and authorised proxies holding aggregate 37,698,139,855 Shares were present at the AGM.

No party has stated its intention in the Circular that it would vote against any resolution or abstain from voting at the AGM. To the best knowledge, information and belief of the Directors, there was no restriction on any other Shareholder casting votes on any of the proposed resolutions at the AGM. There was no Share entitling the Shareholders to attend but abstain from voting in favour of the resolution as set out in Rule 13.40 of the Listing Rules, and no Shareholders were required to abstain from voting on any of the resolutions at this meeting under the Listing Rules. The holding of the AGM complied with the relevant laws and regulations of the PRC, the Listing Rules, and the Articles of Association. Computershare Hong Kong Investor Services Limited, the Company's H share registrar, was appointed as the scrutineer for the voting at the AGM.

PAYMENT OF FINAL DIVIDEND

The resolution in relation to the profit distribution plan for the year 2019 was duly approved by Shareholders at the AGM. For the full context of the resolution, please refer to the Circular.

The Company will distribute the 2019 Final Dividend on Thursday, 20 August 2020 to the Shareholders whose names appear on the share register of members of the Company on Sunday, 5 July 2020. The 2019 Final Dividend is denominated and declared in RMB, which is RMB0.044 per share (tax inclusive). The total distributed cash dividend amounted to RMB1,869 million, of which the domestic Shareholders will be paid in Renminbi while H Shareholders will be paid in Hong Kong dollars. The exchange rate is HK$1 = RMB0.914096, the average central parity rate of Hong Kong dollars to Renminbi on the interbank foreign exchange market as announced on the China Foreign Exchange Trade System authorised by the People's Bank of China for the five business days prior to the date of the AGM (including 23 June 2020). Accordingly, the amount of the final dividend per H Share is HK$0.048135 (tax inclusive).

For determining the entitlement of the Shareholders to the 2019 Final Dividend, the register of members of the Company will be closed from Tuesday, 30 June 2020 to Sunday, 5 July 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the 2019 Final Dividend, unregistered H Shareholders must deposit the transfer documents with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 29 June 2020.

ARRANGEMENTS FOR WITHHOLDING AND PAYMENT OF TAX ON DIVIDEND

Pursuant to the Individual Income Tax Law of the People's Republic of China ( ʕശɛ͏΍ ձ਷ࡈɛה੻೼ج'), the Implementation Regulations of the Individual Income Tax Law of the People's Republic of China ( ʕശɛ͏΍ձ਷ࡈɛה੻೼جྼ݄ૢԷ'), the Notice of the State Administration of Taxation on the Questions Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No.

348) ( ਷࢕೼ਕᐼ҅ᗫ׵਷೼೯[1993]045໮˖΁ᄻ˟ܝϞᗫࡈɛה੻೼ᅄ၍ਪᕚٙஷٝ'(਷೼

Ռ[2011]348)) and other relevant laws and regulations and regulatory documents, the Company shall, as a withholding agent, withhold and pay individual income tax for the individual holders of H Shares in respect of the 2019 Final Dividend to be distributed to them. However, the individual holders of H Shares may be entitled to certain tax preferential treatments pursuant to the tax treaties between the PRC and the countries (regions) in which the individual holders of H Shares are domiciled and the tax arrangements between Mainland China and Hong Kong (or Macau). In this regard, the Company will implement the following arrangements in relation to the withholding and payment of individual income tax on the dividend for the individual holders of H Shares:

  • • For individual holders of H Shares who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual holders of H Shares in the distribution of the dividend.

  • • For individual holders of H Shares whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual holders of H Shares in the distribution of the dividend.

  • • For individual holders of H Shares whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of the dividend.

  • • For individual holders of H Shares whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the individual holders of H Shares in the distribution of the dividend.

If individual holders of H Shares consider that the tax rate adopted by the Company for the withholding and payment of individual income tax on their behalf is not the same as the tax rate stipulated in any tax treaties between the PRC and the countries (regions) in which they are domiciled, please notify, and submit a letter of entrustment and all application and relevant proving materials showing that they are residents of a country (region) which has entered into a tax treaty with the PRC to, the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, on or before Monday, 29 June 2020. The Company will then submit the above documents to competent tax authorities which will proceed with the subsequent tax related treatments. If individual holders of H Shares do not provide the Company with the relevant proving materials before the aforesaid deadline, they could go through the relevant procedures on their own or by attorney in accordance with the relevant provisions stipulated in the tax treaties. The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual holders of H Shares and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual holders of H Shares or any disputes over the withholding mechanism or arrangements.

For non-resident enterprise holders of H Shares, the Company will withhold and pay enterprise income tax at the tax rate of 10% for such holders of H Shares pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprises Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Who Are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) (਷࢕೼ਕᐼ҅ᗫ׵ʕ਷֢͏ΆุΣྤ̮H ٰڢ֢͏Άٰุ؇ݼ೯ٰࢹ˾ϔ˾ᖮΆุה੻೼Ϟᗫਪᕚٙஷٝ'(਷೼Ռ[2008]897)).

The cash dividends for the investors of H Shares of Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect will be paid in RMB. Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Cai Shui [2014] No. 81) ( ᗫ׵လಥٰୃ̹ఙʹ׸ʝᑌʝஷዚՓ༊ᓃϞᗫ೼ϗ ݁ഄٙஷٝ'(ৌ೼[2014]81)) and the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) ( ᗫ׵ଉಥٰୃ̹ఙ ʹ׸ʝᑌʝஷዚՓ༊ᓃϞᗫ೼ϗ݁ഄٙஷٝ'(ৌ೼[2016]127 )), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the H share companies shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The H share companies will not withhold and pay the income tax of dividends received by domestic enterprise investors from investing in the company of H shares through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect and those domestic enterprise investors shall report and pay the relevant tax themselves.

The record date and the date of distribution of cash dividends and other time arrangements for the investors of Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect will be the same as those for the holders of H Shares.

Should the holders of H Shares have any doubt in relation to the aforesaid arrangements, they are recommended to consult their tax advisors for the relevant tax impact in Mainland China, Hong Kong and other countries (regions) on the possession and disposal of the H Shares.

On behalf of the Board

China Reinsurance (Group) Corporation

Zhu Xiaoyun

Joint Company Secretary

Beijing, the PRC, 23 June 2020

As at the date of this announcement, the executive directors of the Company are Mr. Yuan Linjiang, Mr. He Chunlei and Mr. Ren Xiaobing, the non-executive directors of the Company are Ms. Lu Xiuli, Mr. Wen Ning, Ms. Wang Xiaoya and Mr. Liu Xiaopeng, and the independent non-executive directors of the Company are Mr. Hao Yansu, Mr. Li Sanxi, Ms. Mok Kam Sheung and Ms. Jiang Bo.

Attachments

  • Original document
  • Permalink

Disclaimer

China Reinsurance (Group) Corporation published this content on 23 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2020 08:36:05 UTC