China Pacific Insurance (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2020

Apr 22, 2020

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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)

REVISED FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 12 MAY 2020

Number of shares to which this revised 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 2019 annual general meeting (the “ AGM ”) of the Company to be held at Xinhualian Sofitel Hotel, Xi’ning, Qinghai, the People’s Republic of China on Tuesday, 12 May 2020 at 1:30 p.m. and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM and its supplemental notice, and, if no such indications is given, as my/our proxy thinks fit.

No.	Ordinary Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the report of the Board of Directors of the Company for the year 2019
2.	To consider and approve the report of the Board of Supervisors of the Company for the year 2019
3.	To consider and approve the main body and the summary of the annual report of A Shares of the Company for the year 2019
4.	To consider and approve the annual report of H Shares of the Company for the year 2019
5.	To consider and approve the financial statements and report of the Company for the year 2019
6.	To consider and approve the profit distribution plan of the Company for the year 2019
7.	To consider and approve the proposal on the appointment of auditors of the Company for the year 2020
8.	To consider and approve the due diligence report of the Directors of the Company for the year 2019
9.	To consider and approve the report on performance of Independent Directors of the Company for the year 2019
10.	To consider and approve the 2020–2022 development plan of the Company

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No.	Ordinary Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
11.	To consider and approve the donations for the year 2020 of the Company
12.1	To consider and approve the election of Mr. KONG Qingwei as Executive Director of the 9th session of the Board of the Company
12.2	To consider and approve the election of Mr. FU Fan as Executive Director of the 9th session of the Board of the Company
12.3	To consider and approve the election of Mr. WANG Tayu as Non- Executive Director of the 9th session of the Board of the Company
12.4	To consider and approve the election of Mr. WU Junhao as Non- Executive Director of the 9th session of the Board of the Company
12.5	To consider and approve the election of Mr. ZHOU Donghui as Non-Executive Director of the 9th session of the Board of the Company
12.6	To consider and approve the election of Mr. HUANG Dinan as Non-Executive Director of the 9th session of the Board of the Company
12.7	To consider and approve the election of Ms. LU Qiaoling as Non- Executive Director of the 9th session of the Board of the Company
12.8	To consider and approve the election of Ms. LIU Xiaodan as Independent Non-Executive Director of the 9th session of the Board of the Company
12.9	To consider and approve the election of Mr. CHEN Jizhong as Independent Non-Executive Director of the 9th session of the Board of the Company
12.10	To consider and approve the election of Ms. LAM Tyng Yih, Elizabeth as Independent Non-Executive Director of the 9th session of the Board of the Company
12.11	To consider and approve the election of Mr. WOO Ka Biu, Jackson as Independent Non-Executive Director of the 9th session of the Board of the Company
12.12	To consider and approve the election of Mr. JIANG Xuping as Independent Non-Executive Director of the 9th session of the Board of the Company
13.1	To consider and approve the election of Mr. LU Ning as shareholder representative Supervisor of the 9th session of the Board of Supervisors of the Company
13.2	To consider and approve the election of Mr. LU Guofeng as shareholder representative Supervisor of the 9th session of the Board of Supervisors of the Company

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No.	Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
14.	To consider and approve the proposed amendments to the Articles of Association of the Company in the manner stipulated in the section entitled “9. Proposed Amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings” as set out in the circular of the Company dated 27 March 2020 and to authorize the chairman or his authorized person to make such revisions to the proposed amendments 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.
15.	To consider and approve the proposed amendments to the rules of procedure for Shareholders’ general meetings in the manner stipulated in the section entitled “9. Proposed Amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings” as set out in the circular of the Company dated 27 March 2020 and to authorize the chairman or his authorized person to make such revisions to the proposed amendments to the rules of procedure for Shareholders’ general meetings as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company’s approval process for the amended rules of procedure for Shareholders’ general meetings.
16.	To consider and approve the proposal on the grant of general mandate to the Board of Directors to issue new Shares of the Company
No.	Ordinary Resolution as set out in the Supplemental Notice	For(Note 5)	Against(Note 5)	Abstain(Note 5)
18.	To consider and approve the election of Mr. ZHU Yonghong as shareholder representative Supervisor of the 9th session of the Board of Supervisors of the Company

Note: The Resolution No. 17 is not listed here as it is a proposal for approval by holders of A shares of the Company only and is not subject to approval by holders of H shares of the Company. Please refer to the circular of the Company dated 27 March 2020 for further details.

Date:

Signature[(Note 6)] :

2020

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Notes:

1. Please insert the number of shares registered in your name(s) to which this revised form of proxy (“ Revised Proxy Form ”) relates. This Revised Proxy Form 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 AGM 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 Revised Proxy Form 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 otherwise indicated in the original proxy form sent to you together with the original notice of the AGM (the “ Original Proxy Form ”) and/or this Revised Proxy Form, your proxy will also be entitled to vote at his or her discretion on any resolution duly put to the AGM including those referred to in the notice and the supplemental notice of the AGM. The shares abstained will be counted in the calculation of the required majority.

6. This Revised Proxy Form 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 Revised Proxy Form must be signed by the joint holder whose name stands first in the register of members of the Company.

7. To be valid, this Revised Proxy Form 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 AGM (i.e. before 1:30 p.m. on Monday, 11 May 2020) (the “ Closing Time ”) 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 AGM, 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 AGM, 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 AGM, such proxies may only exercise their voting rights in a poll.

9. IMPORTANT: If you have not yet lodged the Original Proxy Form with the Company’s H Share registrar, you are requested to lodge this Revised Proxy Form if you wish to appoint proxies to attend the AGM on your behalf. In this case, the Original Proxy Form should not be lodged with the Company’s H Share registrar.

10. IMPORTANT: IF YOU HAVE ALREADY LODGED THE ORIGINAL PROXY FORM WITH THE COMPANY’S REGISTRAR, YOU SHALL NOTE THAT:

• (a) If no Revised Proxy Form is lodged with the Company’s H Share registrar prior to the Closing Time or this Revised Proxy Form is not correctly completed, the Original Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the original notice of the AGM and the Original Proxy Form, including the additional proposed resolution as set out in the supplemental notice of the AGM and this Revised Proxy Form.

• (b) If this Revised Proxy Form is lodged with the Company’s H Share registrar prior to the Closing Time, this Revised Proxy Form will revoke and supersede the Original Proxy Form previously lodged by you (if correctly completed). This this Revised Proxy Form will be treated as a valid proxy form lodged by you.

• (c) If this Revised Proxy Form is lodged with the Company’s H Share registrar after the Closing Time, this Revised Proxy Form will be invalid. However, it will revoke the Original Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or this Revised Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, you are advised not to lodge this Revised Proxy Form after the Closing Time. If you wish to vote at the AGM, you will have to attend in person and vote at the AGM yourself.

• You are reminded that completion and return of the Original Proxy Form and/or this Revised Proxy Form will not preclude them from attending and voting in person at the AGM or any adjournment thereof if you so wish.

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