China Pacific Insurance (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2025

Aug 11, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

中国太平洋保险
China Pacific Insurance

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the First Extraordinary General Meeting for 2025 of China Pacific Insurance (Group) Co., Ltd. (the "Company") will be held in China Pacific Insurance (Group) Co., Ltd., 201 Tianlin Road, Xuhui District, Shanghai at 1:30 p.m. on Friday, 29 August 2025 (the "EGM") for the purposes of considering and, if thought fit, passing the following resolutions. Unless the context otherwise requires, the expressions used in this notice have the same meanings as defined in the circular of the Company dated 12 August 2025.

SPECIAL RESOLUTIONS

1. To consider and approve matters relating to the proposed dissolution of the Board of Supervisors as set out in the section headed "1. Matters relating to the Proposed Dissolution of the Board of Supervisors" as set out in the circular of the Company dated 12 August 2025.

2. To consider and approve the proposed amendments to the Articles of Association in the manner stipulated in the section entitled "2. Proposed Amendments to the Articles of Association, the Procedural Rules for Shareholders' Meetings and the Procedural Rules for the Board" as set out in the circular of the Company dated 12 August 2025 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 for amendments of regulatory authorities during the Company's approval process for the amended Articles of Association.

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1. To consider and approve the proposed amendments to the Procedural Rules for Shareholders' Meetings in the manner stipulated in the section entitled "2. Proposed Amendments to the Articles of Association, the Procedural Rules for Shareholders' Meetings and the Procedural Rules for the Board" as set out in the circular of the Company dated 12 August 2025 and to authorize the chairman or his authorized person to make such revisions to the Proposed Amendments to the Procedural Rules for Shareholders' Meetings as he deems necessary and appropriate in accordance with the requirements for amendments of regulatory authorities during the Company's approval process for the amended Articles of Association.

2. To consider and approve the proposed amendments to the Procedural Rules for the Board in the manner stipulated in the section entitled "2. Proposed Amendments to the Articles of Association, the Procedural Rules for Shareholders' Meetings and the Procedural Rules for the Board" as set out in the circular of the Company dated 12 August 2025 and to authorize the chairman or his authorized person to make such revisions to the Proposed Amendments to the Procedural Rules for the Board as he deems necessary and appropriate in accordance with the requirements for amendments of regulatory authorities during the Company's approval process for the amended Articles of Association.

ORDINARY RESOLUTIONS

1. To consider and approve the election of Ms. WANG Yuhua as a Non-executive Director of the tenth session of the Board of Directors of the Company

2. To consider and approve the election of Mr. WONG Hin Wing as an Independent Non-executive Director of the tenth session of the Board of Directors of the Company

Note: The English version of this notice is an unofficial translation for reference. In case of any discrepancy between the Chinese and English versions, the Chinese language shall prevail.

By Order of the Board

China Pacific Insurance (Group) Co., Ltd.

FU Fan

Chairman

Hong Kong, 12 August 2025

As at the date of this notice, the Executive Directors of the Company are Mr. FU Fan and Mr. ZHAO Yonggang; the Non-executive Directors are Mr. HUANG Dinan, Mr. WANG Tayu, Mr. CHEN Ran, Mr. ZHOU Donghui, Ms. LU Qiaoling and Mr. John Robert DACEY; and the Independent Non-executive Directors are Ms. CHEN Xin, Ms. LAM Tyng Yih, Elizabeth, Ms. LO Yuen Man, Elaine, Mr. CHIN Hung I David and Mr. JIANG Xuping.

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Notes:

1. ELIGIBILITY FOR ATTENDING THE EGM AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

The EGM will be held on Friday, 29 August 2025. The H Share Register of Members of the Company will be closed for the purpose of determining holders of H Shares entitlement to attend the EGM, from Tuesday, 26 August 2025 to Friday, 29 August 2025 (both days inclusive), during which no transfer of H Shares will be registered. In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied with the relevant share certificates, are lodged with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Room 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on Monday, 25 August 2025. The record date for determining the entitlement of the Shareholders to attend and vote at the EGM is on Friday, 29 August 2025.

1. PROXY

(1) Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a Shareholder of the Company.

(2) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other documents of authorization must be notarized. To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other documents of authorization must be delivered to Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for the EGM (i.e. before 1:30 p.m. on Thursday, 28 August 2025) (form of proxy for use at the EGM is attached herewith).

(3) If a Shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

1. REGISTRATION PROCEDURES FOR ATTENDING THE EGM

A Shareholder or his proxy should produce proof of identity when attending the EGM. If a Shareholder is a legal person, its legal representative or other person authorized by the Board of Directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the Board of Directors or other governing body of such Shareholder appointing such person to attend the meeting.

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• VOTING BY POLL

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a Shareholders' general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 92 of the Articles of Association.

1. MISCELLANEOUS

(1) The EGM is expected to be held for half a working day. Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.

(2) The address of Computershare Hong Kong Investor Services Limited is: Room 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(3) The address of China Securities Depository and Clearing Corporation Limited Shanghai Branch is: Level 36, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the People’s Republic of China.

(4) The registered office of the Company is at:

No. 1 Zhongshan South Road, Huangpu District, Shanghai, the People’s Republic of China
Postal Code: 200010
Contact Office: Office of the Board of Directors
Contact Person: GONG Zheng
Telephone No.: 86 (21) 3396 8661
Facsimile No: 86 (21) 6887 0791
E-mail: ir@cpic.com.cn