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    2238   CNE100000Q35

GUANGZHOU AUTOMOBILE GROUP CO., LTD.

(2238)
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Guangzhou Automobile : (1) POLL RESULTS OF 2020 ANNUAL GENERAL MEETING HELD ON 14 MAY 2021 (2) PAYMENT OF 2020 FINAL DIVIDEND OF H SHARES AND (3) THE WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NON-RESIDENT ENTERPRISE HOLDERS OF OVERSEAS H SHARES AND INDIVIDUAL INCOME TAX FOR INDIVIDUAL HOLDERS OF OVERSEAS H SHARES AND PROFIT APPROPRIATION FOR INVESTORS IN NORTHBOUND TRADING OR SOUTHBOUND TRADING IN RESPECT OF THE FINAL DIVIDEND

05/14/2021 | 12:19pm 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.

GUANGZHOU AUTOMOBILE GROUP CO., LTD.

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

(Stock Code: 2238)

  1. POLL RESULTS OF 2020 ANNUAL GENERAL MEETING HELD ON 14 MAY 2021
    1. PAYMENT OF 2020 FINAL DIVIDEND OF H SHARES AND
  1. THE WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NON-RESIDENT ENTERPRISE HOLDERS OF OVERSEAS H SHARES
    AND INDIVIDUAL INCOME TAX FOR INDIVIDUAL HOLDERS OF
    OVERSEAS H SHARES AND PROFIT APPROPRIATION FOR INVESTORS
    IN NORTHBOUND TRADING OR SOUTHBOUND TRADING

IN RESPECT OF THE FINAL DIVIDEND

The 2020 AGM of the Company was held on 14 May 2021 and resolutions set out in the 2020 AGM Notice were duly passed at the 2020 AGM.

The resolution regarding the declaration of the Final Dividend for the year ended 31 December 2020 was put to vote at the 2020 AGM by poll and was approved by the Shareholders. The Board would like to hereby make a statement with regard to the payment of dividend and the withholding and payment of enterprise income tax for non-resident enterprise holders of overseas H Shares and individual income tax for individual holders of overseas H Shares and profit appropriation for investors in Northbound Trading or Southbound Trading in respect of the Final Dividend.

RESULTS OF THE 2020 AGM

Reference is made to the notice of the annual general meeting of 2020 dated 12 April 2021 (the "2020 AGM Notice") of Guangzhou Automobile Group Co., Ltd. (the "Company"), and the circular dated 12 April 2021 (the "Circular") of the Company. Unless the context otherwise requires, capitalised terms in this announcement shall have the same meanings as defined in the Circular.

- 1 -

The Board is pleased to announce that the 2020 AGM was held at Conference Room, 32/F, GAC Center, No. 23 Xingguo Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC at 2:00 p.m. on Friday, 14 May 2021.

The holding of the 2020 AGM was in compliance with the requirements of the Company Law and the provisions of the Articles of Association. The 2020 AGM was chaired by Mr. ZENG Qinghong, the chairman of the Company. In compliance with the requirements of the Listing Rules, Tricor Investor Services Limited, the Company's H Share registrar, acted as scrutineer for the vote-taking of the 2020 AGM. Beijing Tian Yuan Law Firm acted as the witnessing lawyer at the 2020 AGM.

In order to determine the list of Shareholders entitled to attend the 2020 AGM, the register of members of the Company was closed from Monday, 10 May 2021 to Friday, 14 May 2021 (both days inclusive), during which no transfer of Shares was registered. The total number of Shares entitling the holders to attend and vote for or against the resolutions at the 2020 AGM was 10,350,996,493 Shares, including 7,252,376,188 A Shares and 3,098,620,305 H Shares. To the best knowledge, information and belief of the Directors, there were no Shares entitling the holders to attend the 2020 AGM and abstain from voting in favour of the resolutions as set out in Rule 13.40 of the Listing Rules and there were no Shares the holders of which were required under the Listing Rules to abstain from voting at the 2020 AGM. Shareholders and proxies who attended the 2020 AGM held an aggregate of 7,367,350,015 Shares with voting right, representing approximately 71.18% of the total number of Shares with voting right.

The resolutions at the 2020 AGM were put to vote by way of poll and were all approved by the Shareholders. The poll results of the resolutions voted at the 2020 AGM were as follows:

No. of Shares voted and percentage of total number of Shares voted

Resolutions(Note)

(approximate %)

For

Against

Abstain

Total

As more than one half (1/2) of the votes from the Shareholders who attended and voted at the 2020 AGM were cast in favour of the following resolutions respectively, the following resolutions were duly passed as ordinary resolutions:

1.

The resolution on the annual report and its summary for the year

7,363,233,615

100,500

4,015,900

7,367,350,015

2020

(99.9441%)

(0.0014%)

(0.0545%)

(100%)

2.

The resolution on the work report of the board of directors for

7,363,297,615

100,500

3,951,900

7,367,350,015

the year 2020

(99.9450%)

(0.0014%)

(0.0536%)

(100%)

3.

The resolution on the work report of the supervisory committee

7,363,297,615

100,500

3,951,900

7,367,350,015

for the year 2020

(99.9450%)

(0.0014%)

(0.0536%)

(100%)

4.

The resolution on the financial report for the year 2020

7,362,494,415

1,031,000

3,824,600

7,367,350,015

(99.9341%)

(0.0140%)

(0.0519%)

(100%)

5.

The resolution on the proposal for profit distribution for the year

7,356,108,469

11,178,946

62,600

7,367,350,015

2020

(99.8474%)

(0.1517%)

(0.0009%)

(100%)

- 2 -

No. of Shares voted and percentage of total number of Shares voted

Resolutions(Note)

(approximate %)

For

Against

Abstain

Total

6.

The resolution on the appointment of auditors for the year 2021

7,212,582,941

100,003,369

54,763,705

7,367,350,015

(97.8993%)

(1.3574%)

(0.7433%)

(100%)

7.

The resolution on the appointment of internal control auditors for

7,303,740,010

8,670,600

54,939,405

7,367,350,015

the year 2021

(99.1366%)

(0.1177%)

(0.7457%)

(100%)

8.

The resolution on the formulation of dividend distribution plan

7,361,707,815

5,582,800

59,400

7,367,350,015

for shareholders of Guangzhou Automobile Group Co., Ltd.

(99.9234%)

(0.0758%)

(0.0008%)

(100%)

(2021-2023)

As more than two-third (2/3) of the votes from the Shareholders who attended and voted at the 2020 AGM were cast in favour of the following resolutions respectively, the following resolutions were duly passed as special resolutions:

9.

The resolution on the proposal to be submitted to the general

6,498,993,531

868,056,484

300,000

7,367,350,015

meeting in relation to the grant of general mandate to the board

(88.2134%)

(11.7825%)

(0.0041%)

(100%)

of directors of the Company to issue shares

10.

The resolution on the proposal to be submitted to the general

6,511,461,604

855,732,211

156,200

7,367,350,015

meeting in relation to the grant of general mandate to the board

(88.3827%)

(11.6152%)

(0.0021%)

(100%)

of directors of the Company to issue debt financing instruments

Note: The full text of the above resolutions was set out in the 2020 AGM Notice.

PAYMENT OF 2020 FINAL DIVIDEND OF H SHARES

The proposal for the declaration of a final dividend of RMB0.15 (tax inclusive) per Share for the year ended 31 December 2020 (the "Final Dividend") to holders of H Shares and A Shares as recommended by the Board was approved at the 2020 AGM. Shareholders whose names appear on the register of members of H Shares of the Company on Monday, 7 June 2021 shall be entitled to receive the Final Dividend (Distribution of Final Dividend of A Shares will be separately announced).

The method of payment of the dividend by the Company is as follows:

  1. In accordance with the relevant requirements and the Articles of Association, dividend payable to holders of H Shares shall be calculated in Renminbi and paid in Hong Kong dollars. The following conversion formula shall apply:

Dividend in Renminbi

Dividend in

Hong Kong

=

Average mean price in Hong Kong dollar published daily by The

dollar

People's Bank of China over a period of one calendar week prior

to the declaration of the dividend

- 3 -

For the purpose of the Final Dividend, the date of declaration is 14 May 2021. As 3 May 2021 to 5 May 2021 were public holidays in the PRC, the average mean price of one Hong Kong dollar published daily by The People's Bank of China over a period of one calendar week prior to the declaration of the dividend (i.e. 6 May 2021 to 7 May 2021) is RMB0.833885. Applying that average price to the above formula, the dividend for each H Share is HK$0.17988.

  1. Pursuant to the Articles of Association, the Company has appointed Bank of China (Hong Kong) Trustees Limited (the "Receiving Agent"), which is registered as a trust company under the Trustee Ordinance (Cap. 29 of the Laws of Hong Kong), to receive on behalf of holders of H Shares dividend declared in respect of the H Shares. The dividend warrants of the H Shares will be issued by the Receiving Agent and will be posted by ordinary mail to holders of H Shares at their own risk on or before Tuesday, 15 June 2021.

According to the Articles of Association, for the purpose of ascertaining holders of H Shares who are entitled to receive the Final Dividend, the register of members of H Shares will be closed from Tuesday, 1 June 2021 to Monday, 7 June 2021 (both days inclusive) during which period no registration of transfer of H Shares will be effected. In order to qualify for the Final Dividend mentioned above, holders of H Shares whose transfers have not been registered must lodge the transfer forms and the relevant share certificates at the Company's H Share registrar, Tricor Investor Services Limited (Address: 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong), for registration no later than 4:30 p.m. on Monday, 31 May 2021.

THE WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NONRESIDENT ENTERPRISE HOLDERS AND INDIVIDUAL INCOME TAX FOR INDIVIDUAL HOLDERS OF OVERSEAS H SHARES IN RESPECT OF THE FINAL DIVIDEND

The Board would like to make the following statement with regard to the withholding and payment of enterprise income tax for non-resident enterprise holders and individual income tax for individual holders of overseas H Shares in respect of the Final Dividend.

According to the Enterprise Income Tax Law of the People's Republic of China( 中華人民共和國企 業所得稅法》) and the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China( 中華人民共和國企業所得稅法實施條例》) (collectively, the "Enterprise Tax Law") which came into effect on 1 January 2008 and the relevant requirements of the tax supervisory authorities of the PRC, including, among others, the "Notification of Issues in relation to the Withholding and Payment of Enterprise Income Tax for Payment of Dividend to H Shareholders who are Overseas Non-residentEnterprises by Chinese Resident Enterprises" (Guo Shui Han [2008] No. 897)( 關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得 稅有關問題的通知》(國稅函[2008]897號)), the Company is required to withhold 10% enterprise income tax when it distributes the Final Dividend to all non-residententerprise shareholders (including HKSCC Nominees Limited, other nominees, trustees or other entities and organisations, who will be deemed as non-residententerprise shareholders) whose names appeared on the H Share

- 4 -

register of members of the Company on 7 June 2021. The term "non-resident enterprise(s)" when used in this announcement has the same meaning as defined under the Enterprise Tax Law and its relevant rules and regulations.

According to the "Circular on the Questions Concerning Tax on the Profits Earned by Enterprises with Foreign Investment, Foreign Enterprises and Individual Foreigners from the Transfer of Stocks (Stock Rights) and on Dividend Income" (Guo Shui Fa [1993] No. 45)( 關於外商投資企業、外國 企業和外籍個人取得股票(股權)轉讓收益和股息所得稅收問題的通知》(國稅發[1993]45號)) (the "No. 45 Circular") issued by the State Administration of Taxation of the PRC (the "State Administration of Taxation"), individual foreigners who were holders of H Shares were temporarily exempted from PRC individual income tax for the dividends (bonus) paid by domestic enterprises which issued such H Shares. The No. 45 Circular was repealed by the State Administration of Taxation under the "Announcement on the List of Fully and Partially Invalid and Repealed Tax Regulatory Documents"( 關於公佈全文失效廢止、部份條款失效廢止的稅收規範性文件目錄的公 告》) dated 4 January 2011.

On 28 June 2011, the State Administration of Taxation issued the "Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document" (Guo Shui Han [2011] No. 348)( 關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》(國稅

[2011]348號)) (the "No. 348 Circular"). Pursuant to the No. 348 Circular, overseas resident individual shareholders holding the shares of a PRC non-foreign-invested enterprise is entitled to the relevant favourable tax treatments pursuant to the provisions in the tax treaties between the country(ies) in which they are domiciled and the PRC, and the tax arrangements between the PRC and Hong Kong or Macau. Pursuant to the No. 348 Circular, individual income tax at a tax rate of 10% may in general be withheld in respect of the dividend or bonus income to be distributed by the PRC non-foreign-invested enterprises whose shares have been issued in Hong Kong to the overseas resident individual shareholders, without any application for favourable tax treatments. However, the tax rate for each overseas resident individual shareholder may vary depending on the relevant tax agreements between the countries of their domicile and the PRC.

Pursuant to the No. 348 Circular, the Board hereby announces that, unless otherwise required or provided by relevant tax regulations, agreements, notices or the supervisory authority, the Company will withhold 10% of the Final Dividend to be distributed to the individual shareholders who are holders of H Shares and whose names appear on the register of members of H Shares on 7 June 2021 (the "Individual H Shareholders") as individual income tax, and pay such tax on behalf of the Individual H Shareholders to the relevant PRC tax authorities.

If an Individual H Shareholder considers that his/her individual income tax withheld by the Company does not comply with the tax rate stipulated in the tax treaties between country(ies) or region(s) in which he/she is domiciled and the PRC, he/she should lodge an authorisation letter together with the reporting material relating to his/her residency of the related country or region, to Tricor Investor Services Limited, the H Share registrar of the Company on or before 15 June 2021. Upon examination of the reporting material by the relevant tax authority, the Company will follow the guidance given by the tax authority to implement relevant tax withholding and payment provisions

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Guangzhou Automobile Group 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 16:18:14 UTC.


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