China Pacific Insurance (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2017

Nov 9, 2017

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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)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 27 DECEMBER 2017

Number of shares to which this form of proxy relates[(Note 1)]

I/We[(Note 2)]

of

being the registered holder(s) of

H shares[(Note 3)] of China Pacific Insurance (Group) Co., Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(Note 4)] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held in InterContinental Chengdu Global Center, Sichuan Province, the People’s Republic of China on Wednesday, 27 December 2017 at 2:00 p.m. and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM, and, if no such indications is given, as my/our proxy thinks fit.

	ment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM,t.	and, if no such indications is given, as my/our	and, if no such indications is given, as my/our	and, if no such indications is given, as my/our	and, if no such indications is given, as my/our
No.	Ordinary Resolution	For(Note 5)	Against(Note 5)	Abstain(N	ote 5)
1.	To consider and approve the appointment of Mr. HE Qing as an executive director of the8th session of the Board of Directors of the Company.
No.	Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(N	ote 5)
2.	To consider and approve the proposed amendments to the Articles of Association in themanner stipulated in the section entitled “2. Proposed Amendments to the Articles ofAssociation, the Procedural Rules for Shareholders’ General Meetings and the ProceduralRules for the Board” as set out in the circular of the Company dated 10 November 2017and to authorize the chairman or his authorized person to make such revisions to theProposed Amendments to Articles of Association as he deems necessary and appropriate
	in accordance with the requirements for amendments of regulatory authorities during theCompany’s approval process for the amended Articles of Association.
3.	To consider and approve the proposed amendments to the Procedural Rules forShareholders’ General Meetings in the manner stipulated in the section entitled“2. Proposed Amendments to the Articles of Association, the Procedural Rules forShareholders’ General Meetings and the Procedural Rules for the Board” as set out in thecircular of the Company dated 10 November 2017 and to authorize the chairman or hisauthorized person to make such revisions to the Proposed Amendments to the ProceduralRules for Shareholders’ General Meetings as he deems necessary and appropriate inaccordance with the requirements for amendments of regulatory authorities duringthe Company’s approval process for the amended Procedural Rules for Shareholders’General Meetings.
4.	To consider and approve the proposed amendments to the Procedural Rules for the Boardin the manner stipulated in the section entitled “2. Proposed Amendments to the Articles ofAssociation, the Procedural Rules for Shareholders’ General Meetings and the ProceduralRules for the Board” as set out in the circular of the Company dated 10 November 2017 andto authorize the chairman or his authorized person to make such revisions to the ProposedAmendments to the Procedural Rules for the Board as he deems necessary and appropriatein accordance with the requirements for amendments of regulatory authorities during theCompany’s approval process for the amended Procedural Rules for the Board.

Signature[(Note 6)] :

2017

Date:

Notes:

1. Please insert the number of shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of shares inserted. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares registered in your name(s).

4. If any proxy other than the chairman of the EGM is preferred, delete the words “the Chairman of the Meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5. Important: if you wish to vote for any resolution, please tick in the box marked “for” or insert the number of share(s) you hold. If you wish to vote against any resolution, please tick in the box marked “against” or insert the number of share(s) you hold. If you wish to abstain for vote, please tick in the box marked “abstain” or insert the number of share(s) you hold. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM. The shares abstained will be counted in the calculation of the required majority.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a company or an institution, must either be executed under seal or under the hand of a director thereof or an attorney duly authorized or other persons to sign the same. In case of joint holders of shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

7. To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the purpose of holders of H shares of the Company) not less than 24 hours before the time for holding the EGM or the time appointed for voting by poll.

8. Where there are joint holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights in a poll.

9. You are reminded that completion and return of the form of proxy will not preclude them from attending and voting in person at the EGM or any adjournment thereof if you so wish.