THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in PICC Property and Casualty Company Limited, you should at once hand this circular, the accompanying proxy form and reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2328)
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS, PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
The EGM of PICC Property and Casualty Company Limited will be held at PICC Building, No. 88 Xichang'an Street, Xicheng District, Beijing, the People's Republic of China on 7 March 2019 (Thursday) at 9:00 a.m. The notice of EGM is set out on pages 17 to 19 of this circular.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). If you intend to attend the EGM in person or by proxy, you are required to complete and return the accompanying reply slip in accordance with the instructions printed thereon on or before 15 February 2019 (Friday). Completion and return of a proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.
21 January 2019
APPENDIX II
NOTICE OF EXTRAORDINARY GENERAL MEETING ...................
APPENDIX I
CONTENTS | |
Page | |
DEFINITIONS ..................................................... | 1 |
LETTER FROM THE BOARD | |
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS . . . . . . . | 4 |
PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS . . . . . . | 4 |
EXTRAORDINARYGENERALMEETING ............................ | 5 |
RECOMMENDATION ............................................ | 5 |
6 | |
14 | |
17 |
- PROFILES OF THE PROPOSED DIRECTORS .......
- PROFILES OF THE PROPOSED SUPERVISORS .....
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DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
"Articles of Association" | the articles of association of the Company, as amended |
from time to time | |
"Board" or "Board of Directors" | the board of directors of the Company |
"CBIRC" | China Banking and Insurance Regulatory Commission |
"Company" | PICC Property and Casualty Company Limited, a joint |
stock limited company incorporated in the PRC with | |
limited liability, whose H Shares are listed on The Stock | |
Exchange of Hong Kong Limited | |
"Company Law" | the Company Law of the People's Republic of China, as |
amended, supplemented or otherwise modified from time | |
to time | |
"Director(s)" | director(s) of the Company |
"EGM" | the extraordinary general meeting of the Company to be |
held at PICC Building, No. 88 Xichang'an Street, | |
Xicheng District, Beijing, the PRC on 7 March 2019 | |
(Thursday) at 9:00 a.m. | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited | |
"PRC" or "China" | the People's Republic of China, excluding, for the |
purposes of this circular only, Hong Kong, Macau Special | |
Administrative Region of the People's Republic of China | |
and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
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DEFINITIONS | |
"Share(s)" | ordinary share(s) in the share capital of the Company |
with a nominal value of RMB1.00 each | |
"Shareholder(s)" | holder(s) of the Share(s) |
"Supervisor(s)" | supervisor(s) of the Company |
"Supervisory Committee" | the supervisory committee of the Company |
"U.S.A." | the United States of America |
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LETTER FROM THE BOARD
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2328)
Board of Directors: | Registered office: |
Executive Directors: | Tower 2, No. 2 Jianguomenwai Avenue |
Miao Jianmin, Chairman | Chaoyang District |
Lin Zhiyong, Vice Chairman, President | Beijing 100022 |
the People's Republic of China | |
Non-executive Directors: | |
Xie Yiqun | Place of business in Hong Kong: |
Li Tao | 15th Floor |
Guangdong Investment Tower | |
Independent Non-executive Directors: | 148 Connaught Road Central |
Lin Hanchuan | Central |
Lo Chung Hing (SBS) | Hong Kong |
Na Guoyi | |
Ma Yusheng | |
Chu Bende | |
Qu Xiaohui | |
21 January 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS, PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you the notice of EGM and the information on the proposed resolutions in relation to the re-election and appointment of Directors and Supervisors to be considered at the EGM to enable you to make an informed decision on whether to vote for or against these resolutions at the EGM.
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Disclaimer
PICC Property & Casualty Co. Ltd. published this content on 18 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 January 2019 11:18:03 UTC