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

Mar 12, 2017

==> picture [151 x 42] intentionally omitted <==

==> picture [44 x 40] intentionally omitted <==

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 THURSDAY, 27 APRIL 2017

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

I/We_(Note 2)ofbeing the registered holder(s) ofH shares(Note 3)of China Pacific Insurance (Group) Co., Ltd. (the “Company”),HEREBY APPOINT THE CHAIRMAN OF THE MEETINGor(Note 4)_of	I/We_(Note 2)ofbeing the registered holder(s) ofH shares(Note 3)of China Pacific Insurance (Group) Co., Ltd. (the “Company”),HEREBY APPOINT THE CHAIRMAN OF THE MEETINGor(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 at Hyatt Regency, Song Shan Lake, Dongguan, Guangdong, the People’s Republic of China on Thursday, 27 April 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.

No.	Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the proposed amendments to the Articles of Associationin the manner stipulated in the section entitled “2. Proposed Amendments to theArticles of Association and Procedural Rules for Shareholders’ General Meetings”as set out in the circular of the Company dated 13 March 2017 and to authorizethe chairman or his authorized person to make such revisions to the ProposedAmendments to Articles of Association as he deems necessary and appropriate inaccordance with the requirements of regulatory authorities during the Company’sapproval process for the amended Articles of Association.
2.	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 and Procedural Rulesfor Shareholders’ General Meetings” as set out in the circular of the Companydated 13 March 2017 and to authorize the chairman or his authorized personto make such revisions to the Proposed Amendments to the Procedural Rulesfor Shareholders’ General Meetings as he deems necessary and appropriate inaccordance with the requirements of regulatory authorities during the Company’sapproval process for the amended Procedural Rules for Shareholders’ GeneralMeetings.
No.	Ordinary Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
3.1	To consider and approve the appointment of Mr. GAO Guofu as an executiveDirector of the eighth session of the Board of the Company.
3.2	To consider and approve the appointment of Mr. HUO Lianhong as an executiveDirector of the eighth session of the Board of the Company.
3.3	To consider and approve the appointment of Mr. WANG Jian as a non-executiveDirector of the eighth session of the Board of the Company.
3.4	To consider and approve the appointment of Mr. WANG Tayu as a non-executiveDirector of the eighth session of the Board of the Company.
3.5	To consider and approve the appointment of Mr. KONG Xiangqing as a non-executive Director of the eighth session of the Board of the Company.
3.6	To consider and approve the appointment of Mr. ZHU Kebing as a non-executiveDirector of the eighth session of the Board of the Company.
3.7	To consider and approve the appointment of Ms. SUN Xiaoning as a non-executive Director of the eighth session of the Board of the Company.
3.8	To consider and approve the appointment of Mr. WU Junhao as a non-executiveDirector of the eighth session of the Board of the Company.

No.	Ordinary Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
3.9	To consider and approve the appointment of Mr. CHEN Xuanmin as anon-executive Director of the eighth session of the Board of the Company.
3.10	To consider and approve the appointment of Mr. BAI Wei as an independentnon-executive Director of the eighth session of the Board of the Company.
3.11	To consider and approve the appointment of Mr. LEE Ka Sze, Camelo as anindependent non-executive Director of the eighth session of the Board of theCompany.
3.12	To consider and approve the appointment of Mr. LAM Chi Kuen as anindependent non-executive Director of the eighth session of the Board of theCompany.
3.13	To consider and approve the appointment of Mr. ZHOU Zhonghui as anindependent non-executive Director of the eighth session of the Board of theCompany.
3.14	To consider and approve the appointment of Mr. GAO Shanwen as an independentnon-executive Director of the eighth session of the Board of the Company.
4.1	To consider and approve the appointment of Ms. ZHANG Xinmei as a shareholderrepresentative Supervisor of the eighth session of the Board of the Company.
4.2	To consider and approve the appointment of Ms. LIN Lichun as a shareholderrepresentative Supervisor of the eighth session of the Board of the Company.
4.3	To consider and approve the appointment of Mr. ZHOU Zhuping as a shareholderrepresentative Supervisor of the eighth session of the Board of the Company

Date: 2017

Signature [(Note 6)] :

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 votes cast “Abstain” 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.