2010-04-20 Announcement on the Resolutions of the 9th Meeting of the 5th Session BOD
2010-4-20
The 9th meeting of the 5th session of the Board of Directors was convened on April 19, 2010 in Shanghai. The meeting was called and presided over by Chairman Dong Wenbiao. All 18 directors participated in the meeting, of which, 15 in person and 3 entrusted proxies. Zhang Hongwei and Chen Jian both entrusted in written Dong Wenbiao to execute their voting rights, and Liu Yonghao entrusted in written Wang Hang to execute his voting right. All 8 supervisors attended the meeting. The meeting complied with the rules and regulations under the Company Law and the Articles of Association, and the resolutions made through voting were legal and effective.
The meeting reviewed and passed the following resolutions:
1. Resolution on the 2009 Annual Report (Text and Abstract) of the Company
The 2009 Annual Report will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
2. Resolution on the 2009 Report on Final Account of the Company
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
3. Resolution on the 2009 Profit Distribution Proposal of the Company
The meeting reviewed the 2009 Profit Distribution proposal of the Company and approved the following profit distribution proposal: In accordance with the audited financial statements in 2009, the net profit of the Company in 2009 was RMB12,009 million. The distributable profit at the beginning of 2009 amounted to RMB 5,956 million. After deducting RMB1,506 million of cash dividend for 2008 paid during the period, the actual amount was RMB 4,450 million. In compliance with the relevant rules and regulations, the Company made appropriation of 10% of the net profit, or RMB1,201 million to the statutory surplus reserve, allocation of RMB2,900 million for general risk provision. The profit distributable to shareholders was RMB12,358 million as at the end of 2009.
In accordance with the relevant rules concerning the profit distribution under the Articles of Association and in consideration of the requirement on CAR by the regulatory authorities, the Company plans to distribute 2 shares and a cash dividend of RMB0.5 (before tax) for every 10 shares of the 22,262,277,489 outstanding shares (both A shares and H shares) as at close of the market on December 31, 2009, for a total of 4,452,455,498 shares and RMB1,113 million. The dividend will be denominated and declared in Renminbi, the holders of A shares will be paid in Renmibi and the holders of H shares will be paid in Hong Kong dollars. The exchange rate for the dividend to be paid in Hong Kong dollars will be determined based on the basic exchange rate of Renminbi against Hong Kong dollars as announced by the PBOC at the date of the AGM..
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
4. Resolution on the 2010 Financial Budget Report (Draft)
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
5. Resolution on the 2009 Self-evaluation Report on Internal Control of the Company
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
6. Resolution on the 2009 Social Responsibility Report of the Company
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
7. Resolution on the 2009 Working Report of the Board of Directors (Draft)
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
8. Resolution on the Working Report of the President of the Company
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
9. Resolution on Hiring Accounting Firms for Audit in 2010 and the Remuneration
The meeting reviewed the Proposal on Hiring Accounting Firms for Audit in 2010 and the Remuneration and approved to continue to hire PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. and PricewaterhouseCoopers as the auditors of the Company for 2010 with one year term. The remunerations will be RMB7.60 million in total (include but not limited to professional service fee, other expenses in relation to the services and relevant business taxes).
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
10. Resolution on Revising Certain Terms of the Articles of Association
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
11. Resolution on Revising Certain Terms of the Meeting Procedures of the AGM
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
12. Resolution on Revising Certain Terms of the Meeting Procedures of the BOD
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
This proposal will be submitted to the shareholders’ meeting for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
13. Resolution on Revising Certain Terms of the Operating Procedures of the Strategic Development and Investment Management Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
14. Resolution on Revising Certain Terms of the Operating Procedures of the Strategic Development and Investment Management Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
15 Resolution on Revising Certain Terms of the Operating Procedures of the Risk Management Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
16. Resolution on Revising Certain Terms of the Operating Procedures of the Audit Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
17. Resolution on Revising Certain Terms of the Operating Procedures of the Nomination Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
18. Resolution on Revising Certain Terms of the Operating Procedures of the Remuneration and Evaluation Committee
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
19. Resolution on Revising the Management Rules on the Shareholding of Directors, Supervisors and Senior Executives and Changes
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
20. Resolution on Management Rules on Insiders
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
21. Resolution on the Accountability System for Significant Errors in Information Disclosure
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
22. Resolution on the Management Rules on External Information Reporting and Usage
For detailed documents, please refer to the website of the Shanghai Stock Exchange.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
23. Resolution on Initiating and Establishing Qijiang Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
24. Resolution on Initiating and Establishing Tongnan Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
25. Resolution on Initiating and Establishing Anxi Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
26. Resolution on Initiating and Establishing Yidu Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
27. Resolution on Initiating and Establishing Zhongxiang Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
28. Resolution on Initiating and Establishing Jiangxia Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
29. Resolution on Initiating and Establishing Penglai Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
30. Resolution on Initiating and Establishing Meihekou Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
31. Resolution on Initiating and Establishing Changyuan Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
32. Resolution on Initiating and Establishing Ziyang Minsheng Township Banking Co., Ltd.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.
33. Resolution on Revising the Five Year Development Scheme of the Bank
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
34. Resolution on the 2009 Working Report on Risk Management
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
35. Resolution on the Administrative Measures on Liquidity Risk of the Bank
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
36. Resolution on the Indicators of Liquidity Risk Control of the Bank in 2010
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
37. Resolution on the Special Report on Reputation Risk Management of the Bank
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
38. Resolution on the 2009 Report on IT Risk Management of the Bank
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
39. Resolution on the Contingency Plan for Liquidity Risk of the Bank
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
40. Resolution on Changing the CFO of the Bank
The meeting reviewed the Proposal on Changing the CFO of the Bank and approved Ms. Wu Tonghong’s resignation from the position of CFO of the Bank and appointed Mr. Duan Qingshan, General Manager of the Human Resources Department, as the new CFO with the same term as the 5th session of the BOD. Mr. Duan’s qualification will be submitted to the regulatory authorities for review.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
41. Resolution on Granting Integrated Related-Party Credit Lines to Lenovo Holdings Ltd.
Please refer to the Announcement on Related-Party Transaction for details.
Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 0 vote.
In compliance with the relevant laws and rules, a related shareholder director abstained from the voting.
This proposal will be submitted to the shareholders’ meeting for review.
42. Resolution on Convening the 2009 AGM of the Company
The meeting reviewed the Proposal on Convening the 2009 AGM of the Company, and approved to convene the 2009 AGM of the Company on June 18, 2010 to review the following topics:
1) To review and approve the 2009 Annual Report of the Company
2) To review and approve the 2009 Working Report of the BOD
3) To review and approve the 2009 Working Report of the Supervisory Board
4) To review and approve the 2009 Report on Final Account
5) To review and approve the 2009 Profit Distribution Proposal
6) To review and approve the 2010 Financial Budget Report
7) To review and approve to hire accounting firms for audit in 2010 and the remuneration
8) To review and approve to revise certain terms of the Meeting Procedures of the AGM
9) To review and approve to revise certain terms of the Meeting Procedures of the BOD
10) To review and approve to revise certain terms of the Meeting Procedures of the BOS
11) To review and approve to grant integrated related-party credit lines to Lenovo Holdings Ltd.
12) To review and approve to revise certain terms of the Articles of Association
The Meeting will report the following to the AGM:
13) Performance Review of Independent Non-Executive Directors
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
Board of Directors
China Minsheng Banking Corp., Ltd.
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