CHONGQING RURAL COMMERCIAL BANK 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)
The board of directors (the "Board") of Chongqing Rural Commercial Bank Co., Ltd. :i: lì'lilHillIIHJllf5flIl/0jjj * (the "Bank") announces that at the 2012 annual general meeting of the Bank held on May 10, 2013 (the "AGM"), all the proposed resolutions as set out in the notice of the AGM were duly passed by the shareholders of the Bank by way of poll.
As at the date of the AGM, the number of shares in issue of the Bank was 9,300,000,000 shares (of which 6,786,663,959 are domestic shares and 2,513,336,041 are H shares), which was the total number of shares entitling the holders thereof to attend and vote on the resolutions at the AGM. There were no restrictions on any shareholder to cast votes on any of the proposed resolutions at the AGM. A total of 48 shareholders of the Bank and valid proxies holding an aggregate of 5,832,216,651 shares with voting rights, representing approximately 62.71% of the total number of shares in issue of the Bank, entitling the holders thereof to vote at the meeting, were present at the AGM.
* The Bank holds a financial licence number B0335H250000001 approved by China Banking Regulatory Commission and was authorised by the Administration for Industry and Commerce of Chongqing to obtain a corporate legal person business licence with a registration number
500000000001239. The Bank is not an authorised institution in accordance with the Hong Kong Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in
Hong Kong.
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The poll results of the resolutions at the AGM are as follows:
Ordinary Resolutions | Number of Votes (%) | Voting Results | |||
Ordinary Resolutions | For | Against | Abstain | Voting Results | |
1. | To consider and approve the work report of the Board of Directors of the Bank for 2012. | 5,831,388,651 (99.9858%) | 1,000 (0.0000%) | 827,000 (0.0142%) | Passed |
2. | To consider and approve the work report of the Board of Supervisors of the Bank for 2012. | 5,831,388,651 (99.9858%) | 1,000 (0.0000%) | 827,000 (0.0142%) | Passed |
3. | To consider and approve the 2012 annual financial statements of the Bank. | 5,831,388,651 (99.9858%) | 1,000 (0.0000%) | 827,000 (0.0142%) | Passed |
4. | To consider and approve the proposed profit distribution plan of the Bank for 2012. | 5,831,818,651 (99.9932%) | 1,000 (0.0000%) | 397,000 (0.0068%) | Passed |
5. | To consider and approve the 2012 annual report of the Bank. | 5,831,388,651 (99.9858%) | 1,000 (0.0000%) | 827,000 (0.0142%) | Passed |
6. | To consider and approve the 2013 financial budget proposal of the Bank. | 5,831,818,651 (99.9932%) | 1,000 (0.0000%) | 397,000 (0.0068%) | Passed |
7. | To consider and approve the re-appointment of Deloitte Touche Tohmatsu CPA LLP and Deloitte Touche Tohmatsu as the external auditors of the Bank for 2013 and to fix their remuneration for 2013. | 5,822,395,537 (99.8316%) | 9,424,114 (0.1616%) | 397,000 (0.0068%) | Passed |
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Special Resolution | Number of Votes (%) | Voting Results | |||
Special Resolution | For | Against | Abstain | Voting Results | |
8. | To consider and approve the proposed issue of subordinated bonds by the Bank (for details, please refer to the circular dispatched to the shareholders issued by the Bank) as follows: (i) to consider and approve the proposed issue of subordinated bonds; (ii) to authorise the Board to handle relevant affairs regarding the issue, including but not limited to, application and reporting formalities to relevant government authorities and regulatory authorities, determination on the specified aggregate size and batches of offering, offering timing, offering terms, maturity of the bonds, interest rates and price of the bonds, arrangement of redemption of the bond principal and interests, signing all necessary legal documents and applicable adjustments to the offering plan pursuant to the requirement of relevant regulatory authorities; (iii) the Board be approved to grant authorisation to the Board for the above matters to delegate senior management to decide and handle relevant affairs regarding the issue according to the specific circumstances; and (iv) t h e a u t h o r i s a t i o n a n d g r a n t o f authorisation in respect of the issue of subordinated bonds under this resolution shall be effective for a period of 24 months commencing from the date this resolution is passed. | 5,831,811,651 (99.9931%) | 1,000 (0.0000%) | 404,000 (0.0069%) | Passed |
As more than 50% of the votes from the shareholders (including proxies) attending and having the rights to vote at the AGM were cast in favour of the resolutions numbered 1 to 7,
resolutions numbered 1 to 7 were duly passed as ordinary resolutions of the Bank.
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As not less than two-third of the votes from the shareholders (including proxies) attending and having the rights to vote at the AGM were cast in favour of resolution numbered 8, resolution numbered 8 was duly passed as a special resolution of the Bank.
The Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM. Chongqing Jingsheng Law Firm, the Bank's PRC legal advisor, a supervisor of the Bank and two representatives from the Bank's shareholders were also the scrutineers for the vote-taking and vote-tabulation at the AGM.
The distribution of cash dividend for 2012 of RMB0.17 per share (tax inclusive) was approved at the AGM. Such dividend will be distributed before July 10, 2013 to holders of domestic shares and holders of H shares whose names appear on the register of members of the Bank on May 24, 2013. Dividend payable to holders of H shares shall be paid in Hong Kong dollar ("HKD"). The exchange rate to HKD to be adopted shall be the average middle rates of the five business days preceding the date of declaration of such dividend at the AGM (May 10, 2013, including the date thereof) as announced by the People's Bank of China (i.e. HKD1.00 to RMB0.799286). As such, the dividend per H share of the Bank is HKD0.2126898 (tax inclusive).
For and on behalf of the Board of Directors
* Sui Jun
Executive Director and Joint Company Secretary
Chongqing, PRC, May 10, 2013
As at the date of this announcement, the Executive Directors of the Bank are Mr. Liu Jianzhong, Mr. Tan Yuansheng and Mr. Sui Jun; the Non-Executive Directors are Mr. Tao Jun, Mr. Hua Yusheng, Mr. Wang Yongshu, Mr. Wen Honghai, Mr. Gao Xiaodong and Mr. Wu Xiufeng; and the Independent Non-Executive Directors are Mr. Sun Leland Li Hsun, Mr. Yin Mengbo, Mr. Wu Qing, Mr. Chen Zhengsheng and Mr. Liu Weili.
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