China Pacific Insurance (Group) Co., Ltd. — Governance Information 2021

Mar 28, 2021

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中國太平洋保險（集團）股份有限公司 CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02601)

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the “ Board ”) of China Pacific Insurance (Group) Co., Ltd. (the “ Company ” or “ CPIC ”) proposed to make certain amendments (the “ Proposed Amendments ”) to the articles of association of the Company (the “ Articles of Association ”) on 26 March 2021, and agreed to propose to the shareholders’ general meeting to authorise the chairman of the Board or his authorised person(s) to make such revisions to the Articles of Association as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company’s approval process for the amended Articles of Association. The Proposed Amendments shall take effect after obtaining the approval of the shareholders of the Company at the shareholders’ general meeting by way of special resolution and the approval from China Banking and Insurance Regulatory Commission. A circular containing, among other things, the Proposed Amendments will be dispatched to the shareholders of the Company as soon as practicable.

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The Proposed Amendments to the Articles of Association are as follows:

No. of articles of the Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association
Record of Preparation of and Amendments to the Articles of Association
	No.	Issues	Date of Decision	Meeting	Ref No. of Approval Document	No.	Issues	Date of Decision	Meeting	Ref No. of Approval Document
	1	Preparation of the Articles	25 April 1991	The first meeting of the first Board of Directors of China Pacific Insurance Company	Approval of the Establishment of China Pacific Insurance Company (Yin Fu [1991] No. 149)	1	Preparation of the Articles	25 April 1991	The first meeting of the first Board of Directors of China Pacific Insurance Company	Approval of the Establishment of China Pacific Insurance Company (Yin Fu [1991] No. 149)
	⋯⋯					⋯⋯
	20	The 19 th amendment	12 May 2020	The annual general meeting of China Pacific Insurance (Group) Co., Ltd. for 2019	Approval by CBIRC of the Amendments to the Articles of China Pacific Insurance (Group) Co., Ltd. (Yin Bao Jian Fu (2020) No.378)	20	The 19 th amendment	12 May 2020	The annual general meeting of China Pacific Insurance (Group) Co., Ltd. for 2019	Approval by CBIRC of the Amendments to the Articles of China Pacific Insurance (Group) Co., Ltd. (Yin Bao Jian Fu (2020) No.378)
						21	The 20 th amendment	21 August 2020	The first extraordinary general meeting of China Pacific Insurance (Group) Co., Ltd. for 2020	Approval by CBIRC of the Amendments to the Articles of China Pacific Insurance (Group) Co., Ltd. (Yin Bao Jian Fu (2020) No. 932)
Article 21	Upon approval of the examination and approval authority authorized by the State Council, the Company may issue a total number of up to 9.062 billion ordinary shares.					Upon approval of the examination and approval authority authorized by the State Council, the Company may issue a total number of up to~~9.062 billion~~ 9,620,341,455 ordinaryshares.
											~~9.0 on~~

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No. of articles of the Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association
Article 22	...... The Company conducted a private placement of 462,000,000 overseas-listed foreign investment shares to the subscribers on 30 October 2012 according to the approval document issued by the CSRC (Zheng Jian Xu Ke [2012] No. 1424), which was completed on 14 November 2012 with such shares issued and listed on the HKSE. The Company has issued a total number of 9.062 billion ordinary shares, representing 100% of all the ordinary shares. ...... As of 31 December 2016, the shareholding structure of the Company is as set out in the table below:				...... The Company conducted a private placement of 462,000,000 overseas-listed foreign investment shares to the subscribers on 30 October 2012 according to the approval document issued by the CSRC (Zheng Jian Xu Ke [2012] No. 1424), which was completed on 14 November 2012 with such shares issued and listed on the HKSE. According to the approval document issued by the CSRC (Zheng Jian Xu
					**Ke [2020] No. 1053) on 2June 2020, the Company issued 111,668,291 Global **
					Depositary Receipts (“GDR”s), which represent 558,341,455 ordinary shares
					based on the conversion ratio determined by the Company and were listed
					on the London Stock Exchange on 22June 2020. The Company has issued a total number of~~9.062 billion~~ 9,620,341,455 ordinary shares, representing 100% of all the ordinary shares. ...... ~~As of 31 December 2016, t~~ T he shareholding structure of the Company is as set out in the table below:
	No.	Class of shares	Number of shares (share)	Shareholding percentage
	1	Domestically listed domestic shares (A Shares) not subject to tradingmoratorium	6,286,700,000	69.37%
					No.	Class of shares		Number of shares (share)	Shareholding percentage
	2	Overseas listed foreign shares (H Shares) not subject to tradingmoratorium	2,775,300,000	30.63%
					1	Domestically listed domestic shares (A Shares) not subject to tradingmoratorium		~~626~~		~~69.37%~~ 71.15%
								~~,8,700,000~~ 6,845,041,455
	Total share capital		9,062,000,000	100.0%
					2	Overseas listed foreign shares (H Shares) not subject to tradingmoratorium		2,775,300,000		~~30.63%~~ 28.85%
					Total share capital			~~9062000000~~		100.0%
								~~,,,~~ 9,620,341,455

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No. of articles of the Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association
Article 25	The registered share capital of the Company shall be RMB9.062 billion. ......	The registered share capital of the Company shall be RMB 9,620,341,455 . ......	~~62 billi~~
			~~9.0 on~~
Article 79	Shareholders attending a Shareholders’ General Meeting shall express one of the following opinions on motions for voting: for, against or abstain, except that securities registration and settlement institutions, being the nominal holders of shares subject to the Mainland-Hong Kong stock connect, may express opinions according to the intentions of actual holders. ......	Shareholders attending a Shareholders’ General Meeting shall express one of the following opinions on motions for voting: for, against or abstain, except that securities registration and settlement institutions, being the nominal holders of shares subject to the Mainland-Hong Kong stock connect, and the GDR depositary, being the nominal holder of the underlying Ashares represented
		by the depositary receipts of the Shanghai-London Stock Connect ,may express opinions according to the intentions of actual holders. ......
		express opinions according to the intentions of actual holders. ......
Article 126	The Board shall establish a Strategic and Investment Decision-Making Committee, an Audit Committee, a Nomination and Remuneration Committee, a Risk Management and Related Party Transaction Control Committee, a Technological Innovation and Consumer Rights Protection Committee and other special committees, as necessary. ...... The Board’s strategic and investment decision-making committee shall be composed of at least three Directors and be chaired by the Company’s Chairman of Board. .....	The Board shall establish a Strategic and Investment Decision-Making& ESG Committee, an Audit Committee, a Nomination and Remuneration Committee, a Risk Management and Related Party Transaction Control Committee, a Technological Innovation and Consumer Rights Protection Committee and other special committees, as necessary. ...... The Board’s strategic and investment decision-making& ESG committee shall be composed of at least three Directors and be chaired by the Company’s Chairman of Board. .....		& ESG

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No. of articles of the Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles of the existing Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association	Contents of chapters and articles after proposed amendments to the Articles of Association
Appendixes- Adjustment to the Notes	⋯⋯ (2) After the offering and listing of the Company’s A shares, the changes in the Shareholders’ shareholding of 5% or more of the equity interests in the Company (including Shareholder renaming) and related approval or record filing are set out below:			⋯⋯ (2) After the offering and listing of the Company’s A shares, the changes in the Shareholders’ shareholding of 5% or more of the equity interests in the Company (including Shareholder renaming) and related approval or record filing are set out below:
	Year	Approval or Record Filing	Description of Change in Shareholding	Year	Approval or Record Filing	Description of Change in Shareholding
	⋯⋯			⋯⋯
	2012	CIRC Bao Jian Fa Gai [2012] No. 112	Shanghai Tobacco Package Printing Co., Ltd. transferred its 47,124,930 shares to Shanghai Haiyan Investment Management Co., Ltd. Upon this transfer, Shanghai Haiyan Investment Management Co., Ltd. held 468,828,104 shares in the Company, while Shanghai Tobacco Package Printing Co., Ltd. ceased to hold any share in the Company.	2012	CIRC Bao Jian Fa Gai [2012] No. 112	Shanghai Tobacco Package Printing Co., Ltd. transferred its 47,124,930 shares to Shanghai Haiyan Investment Management Co., Ltd. Upon this transfer, Shanghai Haiyan Investment Management Co., Ltd. held 468,828,104 shares in the Company, while Shanghai Tobacco Package Printing Co., Ltd. ceased to hold any share in the Company.
				2020	CPIC [2020] No. 113 “Report on the changes inthe Shareholders holding 5% or more of the equity interests”	According to the approval document issued by the CSRC (Zheng Jian Xu Ke [2020] No. 1053) on 2June 2020, the Company issued 111,668,291 GDRs, which represent 558,341,455 ordinary shares based on the conversion ratio determined by the Company and were listed on the London Stock Exchange on 22June 2020 (the “Offering and Listing”). Upon completion of the Offering and Listing, the total share capital of the Company increased from 9,062,000,000 shares to 9,620,341,455 shares. Prior to the Offering and Listing, Shanghai Haiyan Investment Management Co., Ltd. held 468,828,104 shares inthe Company, which represented 5.17% of the total share capital of the Company prior to the Offering and Listing. Upon completion of the Offering and Listing, the number of shares held by Shanghai Haiyan Investment Management Co., Ltd. inthe Company remained unchanged, but the shareholding percentage has been diluted to 4.87%.

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By Order of the Board China Pacific Insurance (Group) Co., Ltd. KONG Qingwei Chairman

Hong Kong, 29 March 2021

As at the date of this announcement, the Executive Directors of the Company are Mr. KONG Qingwei and Mr. FU Fan; the Non-executive Directors are Mr. HUANG Dinan, Mr. WANG Tayu, Mr. WU Junhao, Mr. CHEN Ran, Mr. ZHOU Donghui, Ms. LIANG Hong, Ms. LU Qiaoling and Mr. John Robert DACEY; and the Independent Nonexecutive Directors are Ms. LIU Xiaodan, Mr. CHEN Jizhong, Ms. LAM Tyng Yih, Elizabeth, Mr. WOO Ka Biu, Jackson, and Mr. JIANG Xuping.

• Note: The appointment qualification of Mr. John Robert DACEY is subject to approval by China Banking and Insurance Regulatory Commission.

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