CHINA MERCHANTS 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 company incorporated in the People's Republic of China with limited liability)
(Stock code: 03968) ANNOUNCEMENT IN RESPECT OF THE RESOLUTIONS PASSED AT THE 2012 ANNUAL GENERAL MEETING CHANGES OF DIRECTORS AND SUPERVISORS
According to the Notice of 2012 Annual General Meeting dated 15 April 2013 and the Supplementary Notice of 2012 Annual General Meeting dated 15 May 2013 of China Merchants Bank Co., Ltd. (the "Company"), the 2012 Annual General Meeting of the Company (the "General Meeting", the "Meeting") was held at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, China on 31 May 2013 at 9:00 a.m. Fu Yuning, the Chairman of the Board of Directors, presided over and acted as the chairman of the Meeting.
For details about the resolutions considered at the General Meeting, please refer to the Notice and the Circular of the General Meeting of the Company dated 15 April 2013 and the Supplementary Notice of General Meeting dated 15 May 2013, which could be downloaded from the Company's website (www.cmbchina.com) and the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those adopted in the Circular.
On the record date (being 23 May 2013) in respect of the Meeting, the total number of issued shares of the Company was 21,576,608,885 shares, which was the total number of shares entitling the holders thereof to attend and vote on the resolutions proposed at the Meeting. 129 shareholders and authorized proxies, holding 12,186,445,101 shares, representing 56.4799% of the total number of shares of the Company carrying voting rights, were present at the Meeting. Among those shareholders, 110 were holders of A shares and authorized proxies, holding 10,053,023,833 A shares, representing 46.5922% of the total number of shares with voting rights of the Company;
19 were holders of H shares and authorized proxies, holding 2,133,421,268 H shares, representing
9.8877% of the total number of shares with voting rights of the Company.
18 existing directors of the Company attended the Meeting, and among 9 existing supervisors of the Company, 8 attended the Meeting, Mr. Wen Jianguo, a supervisor, was unable to attend the Meeting due to business engagements; the Secretary of the Board of Directors attended the Meeting, while several senior management members were also present at the Meeting.
The convening of the Meeting and the manner of voting were in compliance with the requirements of the Company Law of the PRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the Articles of Association of China Merchants Bank Co., Ltd.
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The total number of shares of the Company entitling the holders thereof to attend and vote for or against or abstain from voting in respect of all ordinary resolutions and special resolutions at the Meeting was 21,576,608,885 shares. None of the shareholders of the Company was required to abstain from voting on the resolutions tabled at the Meeting. The Company was not aware of any parties indicating their intention to vote against any resolutions proposed at the Meeting. None of our shareholders was entitled to attend and abstain from voting in favour of any resolution as set out in Rule 13.40 of the Hong Kong Listing Rules.
Representative from the Company's shareholders and representative from the supervisors, lawyer of Beijing Jun He Law Offices Shenzhen Office and Computershare Hong Kong Investor Services Limited, the Company's H share registrar, were appointed as the scrutineers to monitor the vote- taking process and count the votes at the Meeting.
The voting results of the Meeting on all resolutions are as follows:
No. Ordinary Resolutions | For | Against | Abstained | Results | |
1 | Consider and approve the Work Report of the Board | 12,167,707,357 | 383,175 | 18,354,569 | Passed |
of Directors of the Company for the year 2012 | (99.8462%) | (0.0031%) | (0.1507%) | ||
2 | Consider and approve the Work Report of the Board | 12,167,644,257 | 383,175 | 18,417,669 | Passed |
of Supervisors of the Company for the year 2012 | (99.8457%) | (0.0031%) | (0.1512%) | ||
3 | Consider and approve the Annual Report of the | 12,167,707,357 | 383,175 | 18,354,569 | Passed |
Company for the year 2012 (including the Audited | (99.8462%) | (0.0031%) | (0.1507%) | ||
Financial Report) | |||||
4 | Consider and approve the Financial Statements of the | 12,167,707,357 | 383,175 | 18,354,569 | Passed |
Company for the year 2012 | (99.8462%) | (0.0031%) | (0.1507%) | ||
5 | Consider and approve the Proposal regarding the | 12,168,940,518 | 3,675 | 17,500,908 | Passed |
Profit Appropriation Plan for the year 2012 (including | (99.8564%) | (0.0000%) | (0.1436%) | ||
the declaration of final dividends) | |||||
6 | Consider and approve the Resolution regarding | 12,166,749,865 | 2,510,428 | 17,184,808 | Passed |
the Appointment of Accounting Firm and its | (99.8384%) | (0.0206%) | (0.1410%) | ||
Remuneration for the year 2013 | |||||
7 | Consider and approve the Resolution regarding the | ||||
election of members of the Ninth Session of the | |||||
Board of Directors of China Merchants Bank | |||||
7.1 Consider and approve the re-appointment of | 10,701,207,583 | 1,467,348,110 | 17,889,408 | Passed | |
Mr. Fu Yuning as non-executive director of the | (87.8124%) | (12.0408%) | (0.1468%) | ||
Company | |||||
7.2 Consider and approve the re-appointment of | 10,950,454,243 | 1,218,550,450 | 17,440,408 | Passed | |
Mr. Li Yinquan as non-executive director of | (89.8577%) | (9.9992%) | (0.1431%) | ||
the Company | |||||
7.3 Consider and approve the re-appointment of | 10,891,682,066 | 1,277,116,627 | 17,646,408 | Passed | |
Mr. Fu Gangfeng as non-executive director of | (89.3754%) | (10.4798%) | (0.1448%) | ||
the Company |
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No. | Ordinary Resolutions | Number of Shares (%) | Voting Results | ||
No. | Ordinary Resolutions | For | Against | Abstained | Voting Results |
7.4 Consider and approve the re-appointment of Mr. Hong Xiaoyuan as non-executive director of the Company | 10,958,253,804 (89.9217%) | 1,210,544,889 (9.9335%) | 17,646,408 (0.1448%) | Passed | |
7.5 Consider and approve the re-appointment of Mr. Xiong Xianliang as non-executive director of the Company | 10,590,173,825 (86.9013%) | 1,210,544,889 (9.9335%) | 385,726,387 (3.1652%) | Passed | |
7.6 Consider and approve the re-appointment of Mr. Wei Jiafu as non-executive director of the Company | 11,796,352,771 (96.7990%) | 203,679,597 (1.6714%) | 186,412,733 (1.5296%) | Passed | |
7.7 Consider and approve the re-appointment of Ms. Sun Yueying as non-executive director of the Company | 10,523,602,087 (86.3550%) | 1,277,116,627 (10.4798%) | 385,726,387 (3.1652%) | Passed | |
7.8 Consider and approve the re-appointment of Mr. Wang Daxiong as non-executive director of the Company | 10,956,282,094 (89.9055%) | 1,212,685,599 (9.9511%) | 17,477,408 (0.1434%) | Passed | |
7.9 Consider and approve the re-appointment of Mr. Fu Junyuan as non-executive director of the Company | 10,581,812,913 (86.8326%) | 1,218,551,450 (9.9992%) | 386,080,738 (3.1682%) | Passed | |
7.10 Consider and approve the appointment of Ms. Zhu Yi as non-executive director of the Company | 2,547,952,633 (20.9081%) | 7,183,584,104 (58.9473%) | 2,454,908,364 (20.1446%) | Not passed | |
7.11 Consider and approve the re-appointment of Mr. Ma Weihua as executive director of the Company | Cancelled, this resolution was not tabled for voting | ||||
7.12 Consider and approve the re-appointment of Mr. Zhang Guanghua as executive director of the Company | 12,048,826,328 (98.8707%) | 120,148,465 (0.9859%) | 17,470,308 (0.1434%) | Passed | |
7.13 Consider and approve the re-appointment of Mr. Li Hao as executive director of the Company | 12,051,236,193 (98.8905%) | 117,738,600 (0.9661%) | 17,470,308 (0.1434%) | Passed | |
7.14 Consider and approve the re-appointment of Mr. Wong Kwai Lam as independent non- executive director of the Company | 12,166,997,920 (99.8404%) | 1,976,873 (0.0162%) | 17,470,308 (0.1434%) | Passed | |
7.15 Consider and approve the appointment of Mr. Shan Weijian as independent non-executive director of the Company | 12,166,997,920 (99.8404%) | 1,976,873 (0.0162%) | 17,470,308 (0.1434%) | Passed | |
7.16 Consider and approve the appointment of Mr. Yi Jun as independent non-executive director of the Company | Cancelled, this resolution was not tabled for voting | ||||
7.17 Consider and approve the re-appointment of Mr. Pan Chengwei as independent non- executive director of the Company | 12,163,543,685 (99.8121%) | 5,352,308 (0.0439%) | 17,549,108 (0.1440%) | Passed |
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14 Consider and approve the Resolution regarding extension of the effective period for the issue of new Tier 2 Capital Instruments pursuant to the resolution on the issuance to substitute RMB23 Billion Maturing Tier 2 Bonds
15 Consider and approve the Resolution regarding the general mandate to issue shares and/or share options of China Merchants Bank Co., Ltd.
16 Consider and approve the Resolution regarding the Articles of Association of China Merchants Bank Co., Ltd. (2013 Revision) (including the Rules of Procedures for Shareholders' General Meetings, the Rules of Procedures for Meetings of the Board of Directors and the Rules of Procedures for Meetings of the Board of Supervisors of the Company)
12,168,646,024 (99.8539%)
10,211,228,442 (83.7917%)
12,166,561,776 (99.8368%)
5,327 (0.0000%)
1,962,438,405 (16.1035%)
1,708,296 (0.0140%)
17,793,750 (0.1461%)
12,778,254 (0.1048%)
18,175,029 (0.1492%)
Passed
Passed
Passed
17 Consider and approve the Resolution regarding the addition of an executive director and an independent non-executive director
For Against Abstained Results
17.1 Consider and approve the appointment of Mr.
Tian Huiyu as an executive director of the Ninth Session of the Board of Directors of the Company
17.2 Consider and approve the appointment of Mr.
Xu Shanda as an independent non-executive director of the Ninth Session of the Board of Directors of the Company
10,710,061,627 (87.8850%)
12,115,496,239 (99.4178%)
1,303,909,014 (10.6997%)
47,083,031 (0.3864%)
172,474,460 (1.4153%)
23,865,831 (0.1958%)
Passed
Passed
Sub-resolution No. 7.10 under the above resolution No. 7, namely "Consider and approve the appointment of Ms. Zhu Yi as non-executive director of the Company", was not approved due to the failure to obtain more than 50% of votes in favour of such resolution from the shareholders (including authorized proxies) attending the Meeting. Except such sub-resolution, each of the above ordinary resolutions was cast in favour of and passed by more than 50% of the votes from the shareholders (including authorized proxies) attending the Meeting; each of the above special resolutions was cast in favour of and passed by more than two-thirds of the votes from the shareholders (including authorized proxies) attending the Meeting.
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A total of 18 new members of the Ninth Session of the Board of Directors of the Company have been reviewed and approved at the Meeting and the list of new members are as follows (in no particular order):
Nine directors nominated by shareholders: Fu Yuning, Li Yinquan, Fu Gangfeng, Hong Xiaoyuan, Xiong Xianliang, Wei Jiafu, Sun Yueying, Wang Daxiong and Fu Junyuan;
Three executive directors: Tian Huiyu, Zhang Guanghua and Li Hao;
Six independent non-executive directors: Wong Kwai Lam, Shan Weijian, Xu Shanda, Pan
Chengwei, Pan Yingli and Guo Xuemeng.
The directors of the Ninth Session of the Board of Directors will serve for a term of three years, of which, the qualification of directorship of Mr. Tian Huiyu, Mr. Shan Weijian and Mr. Xu Shanda shall be subject to the approval by the supervisory organ(s) of the banking industry in China, and their terms shall be effective from the date of approval by the supervisory organ(s) of the banking industry in China. The Company will then make further announcement. The terms of other directors shall be effective from the date of obtaining approval at the Meeting.
In accordance with the Articles of Association of the Company, independent directors shall comprise of more than one-third (including one-third) of the members of the Board of Directors of the Company. As such, Mr. Yi Xiqun and Ms. Yan Lan will continue to assume their posts of independent non-executive directors until the qualifications of directorship of Mr. Shan Weijian and Mr. Xu Shanda are approved by the supervisory organ(s) of the banking industry in China.
Mr. Ma Weihua will not be subject to the election of executive directors at the Ninth Session of the Board of Directors of his own accord. Upon the conclusion of the Meeting, Mr. Ma Weihua will formally leave the office of executive director of the Company. There are no disagreements among Mr. Ma Weihua and the Board of Directors of the Company nor are there any matters relating to his retirement as executive director that need to be brought to the attention of the shareholders. The Board of Directors of the Company would like to express its sincere gratitude to Mr. Ma Weihua for his remarkable contributions to the Company during his tenure of office.
With respect to the biographies of the members of the Ninth Session of the Board of Directors of the Company, please refer to the announcements dated 28 March 2013 and 9 May 2013, the Circular dated 15 April 2013 and the Supplementary Notice of General Meeting dated 15 May
2013 of the Company.
A total of nine shareholder representative Supervisors, external Supervisors and employee representative Supervisors of the Ninth Session of the Board of Supervisors were elected through the review and approval at the Meeting, and the legal election through employees' democratic election by the Company and the list of new members are as follows (in no particular order):
Shareholder representative Supervisors: Zhu Genlin, An Luming and Liu Zhengxi; External Supervisors: Peng Zhijian, Pan Ji and Shi Rongyao;
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Employee representative Supervisors: Han Mingzhi, Yu Yong and Guan Qizhi.
The supervisors of the Ninth Session of the Board of Supervisors will serve for a term of three years, with effective from 31 May 2013.
Mr. Wen Jianguo, Mr. Yang Zongjian and Mr. Zhou Qizheng will formally leave the offices of supervisors of the Company upon the conclusion of the Meeting due to expiry of terms. There are no disagreements among each of Mr. Wen Jianguo, Mr. Yang Zongjian and Mr. Zhou Qizheng and the Board of Supervisors of the Company nor are there any matters relating to their respective retirement as supervisors that need to be brought to the attention of the shareholders. The Company would like to express its sincere gratitude to Mr. Wen Jianguo, Mr. Yang Zongjian and Mr. Zhou Qizheng for their constructive contributions to the Board of Supervisors of the Company during their tenure of office.
With respect to the biographies of the members of the Ninth Session of the Board of Supervisors of the Company, please refer to the announcements dated 28 March 2013 and 9 May 2013, and the Circular dated 15 April 2013.
The Company will issue a separate announcement regarding details of the payment of the final dividend and the despatch of the cheques for the final dividend to holders of H shares.
ATTESTATION By LAwyER
The Meeting was attested by Beijing Jun He Law Offices Shenzhen Office which issued a written legal opinion, certifying that the convening and procedures of the Meeting of the Company, the qualifications of the attendees and the voting procedures were in compliance with the relevant laws and regulations and the Articles of Association. The voting results of the Meeting were lawful and valid.
By order of the Board of Directors
Chairman of the Board
31 May 2013
As at the date of this announcement, the executive directors of the Company are Zhang Guanghua and Li Hao; the non-executive directors of the Company are Fu Yuning, Wei Jiafu, Li Yinquan, Fu Gangfeng, Hong Xiaoyuan, Xiong Xianliang, Sun Yueying, Wang Daxiong and Fu Junyuan; and the independent non-executive directors of the Company are Yi Xiqun, Wong Kwai Lam, Yan Lan, Pan Chengwei, Pan Yingli and Guo Xuemeng.
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