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Poll Results of the 2023 Annual General Meeting, Payment of Dividend and Appointment of Executive Director

2024-06-20 00:00:00

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.中国通信服务股份有限公司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People’s Republic of China with limited liability)(Stock Code:552) POLL RESULTS OF THE 2023 ANNUAL GENERAL MEETING PAYMENT OF DIVIDEND AND APPOINTMENT OF EXECUTIVE DIRECTOR * The Board hereby announces that all the proposed resolutions set out in the Notice of the AGM and the Supplemental Notice were duly passed by the Shareholders by way of poll at the AGM held on 20 June 2024.* The declaration and payment of a final dividend of RMB0.2174 per share (equivalent to HK$0.23864 per share) (pre-tax) for the year ended 31 December 2023 was approved at the AGM. The above dividend will be paid on or about 16 August 2024.* The Board also announces that Mr. Shen Aqiang has been appointed as an executive Director with effect from 20 June 2024.We refer to the notice (the “Notice of the AGM”) of China Communications Services Corporation Limited (the “Company”) dated 26 April 2024 in respect of the annual general meeting (the “AGM”) the circular (the “Circular”) and the supplemental notice of the AGM (the “Supplemental Notice”) dated 3 June 2024. Unless otherwise specified in this announcement terms used herein shall have the same meanings as defined in the Notice of the AGM Circular and the Supplemental Notice.-1-Poll Results of the AGM The Board hereby announces that all the proposed resolutions set out in the Notice of the AGM and the Supplemental Notice were duly passed by the Shareholders by way of poll at the AGM held on Thursday 20 June 2024 at Block No.1 Compound No.1 Fenghuangzui Street Fengtai District Beijing the PRC.The total number of issued shares of the Company as at the date of the AGM was 6926018400 shares which was the total number of shares entitling the holders to attend and vote for or against any of the resolutions proposed at the AGM. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM and there were no treasury shares held by the Company (including any treasury shares held or deposited with CCASS). Shareholders and authorized proxies holding an aggregate of 5681252773 shares representing 82.03% of the total voting shares of the Company were present at the AGM. The holding of the AGM was in compliance with the requirements of the Company Law of the People’s Republic of China and the provisions of the articles of association of the Company (the “Articles”).The poll results in respect of the proposed resolutions at the AGM were as follows: No. of votes (%) Ordinary Resolutions For Against 1. To approve the consolidated financial statements of the Company the report of the directors the report of the supervisory committee and the report of the 5675805173 5447600 international auditor for the year ended 31 December (99.90%) (0.10%) 2023 and to authorize the Board to prepare the budget of the Company for the year of 2024.As more than 1/2 of the votes were cast in favour of this resolution the resolution was duly passed as an ordinary resolution. 2. To approve the proposal on profit distribution and dividend declaration and payment for the year ended 31 5681252773 0 December 2023. (100%) As more than 1/2 of the votes were cast in favour of this resolution the resolution was duly passed as an ordinary resolution. 3. To approve the re-appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the international auditor and domestic auditor of the Company respectively for the N/A* N/A* year ending 31 December 2024 and to authorize the Board to fix the remuneration of the auditors.* As disclosed in the announcement of the Company dated 18 June 2024 this resolution is no longer applicable and therefore no vote was counted by the Company for this resolution.-2-No. of votes (%) Special Resolutions For Against 4. To grant a general mandate to the Board to allot issue and deal with the additional shares of the Company not exceeding 20% of each of the Company’s existing 4672976510 1008276263 domestic shares and H shares (as the case may be) in (82.25%) (17.75%) issue.As more than 2/3 of the votes were cast in favour of this resolution the resolution was duly passed as a special resolution. 5. To authorize the Board to increase the registered capital of the Company and to amend the Articles to reflect the issue of shares of the Company authorized 4680230028 1001022745 under the general mandate set out in the special (82.38%) (17.62%) resolution numbered 4 above.As more than 2/3 of the votes were cast in favour of this resolution the resolution was duly passed as a special resolution.No. of votes (%) Ordinary Resolution For Against 6. To approve the appointment of Mr. Shen Aqiang as 5452271146228981627 an executive Director of the Company. (95.97%)(4.03%) As more than 1/2 of the votes were cast in favour of this resolution the resolution was duly passed as an ordinary resolution.Note: Full text of the above resolutions are set out in the Notice of the AGM and the Supplemental Notice.Computershare Hong Kong Investor Services Limited was the scrutineer for the vote-taking at the AGM. The executive Directors (including Mr. Luan Xiaowei and Mr. Yan Dong) the non-executive Directors (Mr. Gao Tongqing and Mr. Liu Aihua) and the independent non-executive Directors (including Mr. Siu Wai Keung Francis Mr. Wang Qi and Mr. Wang Chunge) attended the AGM.Payment of the Final Dividend The declaration and payment of a final dividend of RMB0.2174 per share (equivalent to HK$0.23864 per share) (pre-tax) for the year ended 31 December 2023 was approved at the AGM. The above dividend payment shall be made to shareholders whose names appear on the register of members of the Company on Monday 8 July 2024. The register of members will be closed from Wednesday 3 July 2024 to Monday 8 July 2024 (both days inclusive). In order to be entitled to the final dividend H share shareholders who have not registered the transfer documents are required to lodge the transfer documents together with the relevant share certificates with Computershare Hong Kong Investor Services Limited at Shops 1712–1716 17th Floor Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong at or before 4:30 p.m. on Tuesday 2 July 2024.-3-Dividends will be denominated and declared in Renminbi. Dividends will be paid in Renminbi for holders of domestic shares and holders of H shares (including enterprises and individuals) who investin the H shares of the Company listed on The Stock Exchange of Hong Kong Limited (the “StockExchange”) through the Shanghai Stock Exchange or Shenzhen Stock Exchange (“the SouthboundTrading”) (the “Southbound Shareholders”) and dividends for the holders of H share of the Company other than the Southbound Shareholders will be paid in Hong Kong dollars. The relevant exchange rate will be the average of the mid-point rates of Renminbi to Hong Kong dollars as announced by the People’s Bank of China for the week prior to the date of approval of declaration of dividends by the AGM (RMB0.91098 equivalent to HK$1.00). The record date for entitlement to the shareholders’ rights and the relevant arrangements of dividend distribution for Southbound Shareholders are the same as those for the holders of H share of the Company.For the holders of H share of the Company other than the Southbound Shareholders the Company has appointed ICBC (Asia) Trustee Company Limited as the receiving agent in Hong Kong (the “Receiving Agent”) and will pay to such Receiving Agent the above dividend net of the applicable tax for payment to the holders of H share of the Company other than the Southbound Shareholders.Dividend will be paid by the Receiving Agent net of the applicable tax on or about Friday 16 August 2024. Relevant cheques will be dispatched on the same day to the holders of H share of the Company entitled to receive such dividend by ordinary post and at their own risk. For the Southbound Shareholders the Company will pay to China Securities Depository and Clearing Corporation Limited (“China Clear”) which is acting as the nominee of the Southbound Shareholders the above dividend net of the applicable tax on or about Friday 16 August 2024 and China Clear will pay the dividend net of the applicable tax to the Southbound Shareholders via its depositary and clearing system.Arrangement of Withholding and Payment of Income Tax For the overseas resident individual shareholders of the Company pursuant to relevant laws and regulations including the Law of the People’s Republic of China on Individual Income Tax the Regulations for the Implementation of the Law of the People’s Republic of China on Individual Income Tax and the letter dated 28 June 2011 from the State Administration of Taxation to the Inland Revenue Department of Hong Kong for individual H share shareholders receiving dividends who are Hong Kong or Macau residents or whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of 10% the Company as a withholding agent is required to withhold and pay individual income tax at the rate of 10%. For individual H share shareholders receiving dividends whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate lower than 10% the Company will withhold the individual income tax at a tax rate of 10%. The Company can process applications on behalf of those shareholders to seek entitlement of the relevant agreed preferential treatments pursuant to relevant regulations and upon approval by the tax authorities the extra amount of tax withheld will be refunded. For individual H share shareholders receiving dividends whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate higher than 10% but lower than 20% the Company will withhold the individual income tax at the agreed-upon effective tax rate when distributing dividends and no application procedures will be necessary. For individual H share shareholders receiving dividends whose country of domicile is a country which has not entered into any tax treaty with the PRC or are under other situations the Company will withhold the individual income tax at a tax rate of 20% when distributing dividends.For the overseas non-resident enterprise shareholders of the Company (including HKSCC Nominees Limited corporate nominees or trustees or other organizations or entities that are considered non- resident enterprise shareholders) pursuant to the Law of the People’s Republic of China on Enterprise Income Tax the Regulations for the Implementation of the Law of the People’s Republic of China on Enterprise Income Tax and relevant rules and regulations as a withholding agent the Company is required to withhold and pay the enterprise income tax at the tax rate of 10% on behalf of the overseas non-resident enterprise shareholders.-4-For the Southbound Shareholders of the Company the Shanghai branch of China Clear and the Shenzhen branch of China Clear as the nominees of the Southbound Shareholders will receive all dividends distributed by the Company and will distribute the dividends to the Southbound Shareholders through its depositary and clearing system. According to the relevant provisions underthe “Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Programme (Cai Shui [2014]No. 81)” and “Notice on Tax Policies for Shenzhen-Hong Kong Stock Connect Pilot Programme (CaiShui [2016] No. 127)” the Company shall withhold individual income tax at the rate of 20% with respect to dividends received by the Mainland individual investors for investing in the H shares of the Company listed on the Stock Exchange through the Southbound Trading. In respect of the dividends for the investment of Mainland securities investment funds investing in the H shares of the Company listed on Stock Exchange through the Southbound Trading the tax levied on dividends derived from such investment shall be ascertained by reference to the rules applicable to the treatment of individual income tax. The Company is not required to withhold income tax on dividends derived by the Mainland enterprise investors under the Southbound Trading and such enterprises shall report the income and make tax payment by themselves.Should the H share shareholders of the Company have any doubt in relation to the aforesaid arrangements they are recommended to consult their tax advisors for relevant tax impact in mainland China Hong Kong and other countries (regions) on the possession and disposal of the H shares of the Company.Appointment of Executive Director The appointment of Mr. Shen Aqiang as an executive Director has been approved at the AGM. The Company will enter into a director’s service contract with Mr. Shen for a term commencing from 20 June 2024 until the expiration of the term of office of the sixth session of the Board. The Board will determine the remuneration of Mr. Shen with reference to his duties responsibilities experience as well as current market situations. Please refer to the Circular for the profile of Mr. Shen.Saved as disclosed in this announcement Mr. Shen has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; Mr. Shen does not have any relationship with any other directors supervisors senior management substantial shareholders or controlling shareholders (as defined under the Listing Rules) of the Company; Mr. Shen does not have any equity interest in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).Saved as disclosed in this announcement the Company considers that there is no other material information relating to Mr. Shen that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matters which need to be brought to the attention of the Shareholders.By Order of the Board China Communications Services Corporation Limited Chung Wai Cheung Terence Company Secretary Beijing PRC 20 June 2024 As at the date of this announcement our executive directors are Mr. Luan Xiaowei Mr. Yan Dong and Mr. Shen Aqiang our non-executive directors are Mr. Gao Tongqing Mr. Tang Yongbo and Mr.Liu Aihua and our independent non-executive directors are Mr. Siu Wai Keung Francis Mr. Lv Tingjie Mr. Wang Qi and Mr. Wang Chunge.