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(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 939)Announcement on the Voting Results ofthe First Extraordinary General Meeting of 2011CONVENING AND ATTENDANCE OF THE MEETING
The First Extraordinary General Meeting of 2011 (the “Meeting”) of China Construction Bank Corporation (the “Bank”) was held onsite on 18 August 2011 at No. 25 Financial Street, Xicheng District, Beijing, PRC.
The Meeting was convened by the board of directors (the “Board”) and chaired by Mr. Guo Shuqing, chairman of the Board of the Bank. Some of the directors, all the supervisors and some of the senior management of the Bank were present at the Meeting. The convening of the Meeting was in compliance with the requirements of laws and regulations of the PRC, including the Company Law of the PRC and the Articles of Association of the Bank.
The total number of issued shares of the Bank as at the date of the Meeting was 250,010,977,486 shares, which were the total number of eligible shares that entitle the shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the Meeting. There were no restrictions on any shareholder casting votes on the proposed resolutions at the Meeting.
6 shareholders of the Bank and authorised proxies were present at the Meeting and 86 representatives of the employees participating in the employee stock incentive plan of the Bank were present at the Meeting. The shareholders of the Bank and authorised proxies that were present at the Meeting held an aggregate of 207,515,540,853 shares, representing 83.00% of the total voting shares of the Bank. Among which, A shareholders of the Bank and authorised proxies held an aggregate of 513,323,072 A shares, representing 5.35% of the total voting shares of A shares of the Bank; and H shareholders of the Bank and authorised proxies held an aggregate of
207,002,217,781 H shares, representing 86.10% of the total voting shares of H shares of the Bank.
Voting at the Meeting was conducted by poll. Shareholders’ representatives Ms. Chiam Fongsin, Mr. Liu Lixiao and Mr. Jin Panshi, supervisor of the Bank, were appointed by the Bank to count the votes at the Meeting. Computershare Hong Kong Investor Services Limited, the Bank’s H share registrar was appointed by the Bank as the scrutineer for the voting.
1CONSIDERATION OF THE RESOLUTIONS
The following resolutions were considered and approved at the Meeting:
1. Resolution regarding the Issuance of RMB-denominated Subordinated Bonds
Votes cast for this resolution represent 207,442,620,831 shares or 99.964861% of the total voting shares present at the Meeting (which has reached the votes needed to pass this resolution and thus this resolution was duly passed); votes cast against this resolution represent 58,522,171 shares or 0.028201% of the total voting shares present at the Meeting; votes abstain from voting represent 14,397,851 shares or 0.006938% of the total voting shares present at the Meeting.
It was approved at the Meeting that, subject to the approvals of the relevant regulatory authorities, the RMB-denominated subordinated bonds shall be issued in accordance with the following terms and conditions:
(a) Total amount of the issuance: no more than RMB80 billion; (b) Maturity of the bonds: no less than 5 years;
(c) Interest rate of the bonds: to be determined according to the market interest rates;
(d) Payment of principal and interest: to be determined considering the specific circumstances upon the issuance;
(e) Usage of the raised fund: to replenish the Bank’s capital; and
(f) Validity period of the resolution: from the date when the Meeting approved the issuance of the subordinated bonds until 31 August 2013.
The Board was approved at the Meeting to determine and handle, or authorise the senior management to determine and handle other terms of the issuance of the subordinated bonds and to conduct specific matters, including but not limited to reporting and filing with the relevant government authorities for approval, determination of specific issuance amount, timing of issuance, issuance subject, method of issuance, terms of issuance, maturity, bonds interest rate, as well as execution of relevant legal documents, and the authorisation shall be effective from the date when the Meeting approved the issuance of the subordinated bonds until 3l August 2013.
22. Resolution regarding the Election of Shareholder Representative Supervisor of the Bank
Votes cast for this resolution represent 207,459,342,311 shares or 99.972918% of the total voting shares present at the Meeting (which has reached the votes needed to pass this resolution and thus this resolution was duly passed); votes cast against this resolution represent 56,191,119 shares or 0.027078% of the total voting shares present at the Meeting; votes abstain from voting represent 7,423 shares or 0.000004% of the total voting shares present at the Meeting.
The Meeting elected Mr. Zhang Huajian to serve as the shareholder representative supervisor of the Bank. Mr. Zhang Huajian meets the conditions to serve as a supervisor as prescribed by relevant laws and regulations and the Articles of Association of the Bank. The term of office of Mr. Zhang Huajian will be three years and will expire on the date of the 2013 Annual General Meeting of the Bank.
Mr. Zhang Huajian’s curriculum vita is as follows:
Mr. Zhang Huajian, aged 55, has served as General Manager of the Disciplinary and Supervisory Department of the Bank since March 2007. He served as Deputy General Manager of the Human Resources Department of the Bank (department general manager level of the Bank) from June 2005 to March 2007, Deputy General Manager of the Human Resources Department of China Construction Bank from February 2001 to June 2005, and Deputy General Manager of the Personnel and Education Department of China Construction Bank from December 1996 to February 2001. Mr. Zhang is a senior economist. He graduated from Hubei Institute of Finance and Economics with a bachelor’s degree in infrastructure finance and credit in July 1984.
Emoluments of Mr. Zhang shall be determined pursuant to the Interim Measures on Compensation Distribution for Directors and Supervisors of China Construction Bank Corporation. At the end of each year, the Nomination and Compensation Committee of the Board of Directors shall propose the emoluments distribution plan. The plan will be presented to the Board of Directors for consideration and be subject to implementation upon the approval by the Shareholders’ general meeting.
As at the date of this announcement, except for indirect holding of 18,999 H shares by participating in the employee stock incentive plan, Mr. Zhang is not holding any equity interest in the Bank as defined in Section XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), is not in possession of any information that is required to be disclosed by Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, nor is he being involved or has been involved in any activity that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
Besides the above mentioned, Mr. Zhang has no connected relationship with the Bank’s directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Bank. He did not hold any directorship in other listed companies in the last three years, nor is he holding any positions in the members of the Group. There is no other issue that shall be brought to the attention of the shareholders of the Bank.
3LAWYER’S CERTIFICATION
Jun He Law Offices have certified the Meeting and issued the legal opinion stating that the convening and procedures of the Meeting, the number of attendees at the Meeting, the qualifications of the conveners, the submission and voting process and other relevant matters conformed to the Company Law of the PRC and other relevant laws and regulations as well as provisions of the Articles of Association of the Bank. The resolutions of the Meeting are legal and valid.
By order of the Board of DirectorsChina Construction Bank CorporationZhang Jianguo
Vice Chairman, Executive Director and President
18 August 2011
As at the date of this announcement, the executive directors of the Bank are Mr. Guo Shuqing, Mr. Zhang Jianguo, Mr. Chen Zuofu and Mr. Zhu Xiaohuang; the independent non-executive directors of the Bank are Lord Peter Levene, Mr. Yam Chi Kwong, Joseph, Dame Jenny Shipley, Mr. Zhao Xijun and Mr. Wong Kai-Man; and the non-executive directors of the Bank are M r. Wang Yong, M r. Zhu Zhenmin, Ms. Li Xiaoling, Ms. Sue Yang, M r. Lu Xiaoma and Ms. Chen Yuanling.
Source:4-traders