MGM China Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 19, 2018

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in China Taiping Insurance Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [187 x 87] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 966)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, DECLARATION OF FINAL DIVIDEND,

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES AND OTHER BUSINESS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the eighteenth annual general meeting of China Taiping Insurance Holdings Company Limited to be held at 22/F., China Taiping Tower Phase II, 8 Sunning Road, Causeway Bay, Hong Kong on Thursday, 24 May 2018 at 3:00 p.m. or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon or any time after 12:00 noon on that day, at the same time and place on the first Business Day after 24 May 2018 is set out on pages 23 to 27 of this circular. If you do not intend or are unable to attend the meeting and wish to appoint a proxy/proxies to attend and vote on your behalf, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the meeting if they so wish.

Hong Kong, 20 April 2018

CONTENTS

			Page
DEFINITIONS		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
2.	ORDINARY RESOLUTIONS
	2.1	RESOLUTION NO. 1: ADOPTION OF THE AUDITED
		FINANCIAL STATEMENTS FOR THE YEAR
		ENDED 31 DECEMBER 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
	2.2	RESOLUTION NO. 2: DECLARATION OF FINAL DIVIDEND . . . . . . . .	4
	2.3	RESOLUTION NO. 3: RE-ELECTION OF DIRECTORS AND
		AUTHORIZATION OF FIXING DIRECTORS’ REMUNERATION . . .	4
	2.4	RESOLUTION NO. 4: RE-APPOINTMENT OF
		INDEPENDENT AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
	2.5	RESOLUTIONS NOS. 5 TO 7: GENERAL MANDATES TO ISSUE
		SHARES AND BUY BACK SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
4.	CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
6.	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
APPENDIX I		– DETAILS OF DIRECTORS PROPOSED
		FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II		– EXPLANATORY STATEMENT ON
		THE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Annual General Meeting’’

the eighteenth annual general meeting of the Company to be held on Thursday, 24 May 2018 at 3:00 p.m., or any adjournment thereof

• ‘‘Articles of Association’’

the articles of association of the Company and its amendments from time to time

• ‘‘Board’’ the board of directors of the Company

• ‘‘Buy-back Mandate’’

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to buy back Shares not exceeding 10% of the aggregate number of the Shares in issue as at the date of passing of the relevant Ordinary Resolution

• ‘‘Company’’ China Taiping Insurance Holdings Company Limited, a limited company incorporated in Hong Kong, the Shares of which are listed on the Stock Exchange

• ‘‘Companies Ordinance’’

• Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• ‘‘Directors’’ the directors of the Company

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Latest Practicable Date’’

• 13 April 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’

the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Notice of Annual General Meeting’’

the notice convening the Annual General Meeting

• ‘‘Ordinary Resolution’’

the proposed ordinary resolution(s) in respect of the ordinary and special business as referred to in the Notice of Annual General Meeting

– 1 –

DEFINITIONS

‘‘PRC’’	the People’s Republic of China
‘‘Share(s)’’	share(s) of the Company with no par value
‘‘Shareholder(s)’’	Registered holder(s) of Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	The Codes on Takeovers and Mergers and Share Buy-
	backs
‘‘TPG’’	China Taiping Insurance Group Ltd., a PRC state-owned
	company established in the PRC and the ultimate holding
	company of the Company
‘‘TPG (HK)’’	China Taiping Insurance Group (HK) Company Limited,
	the immediate holding company of the Company
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘%’’	per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [187 x 87] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 966)

Executive Directors: Mr. WANG Bin (Chairman) Mr. WANG Sidong (Vice Chairman and General Manager)

Mr. WANG Tingke (Deputy General Manager) Ms. YU Xiaoping

Registered Office: 22/F., China Taiping Tower Phase I 8 Sunning Road Causeway Bay Hong Kong

Non-executive Directors:

Mr. HUANG Weijian Mr. ZHU Xiangwen Mr. WU Changming Mr. NI Rongming

Independent Non-executive Directors: Dr. WU Jiesi Mr. ZHU Dajian Mr. WU Ting Yuk Anthony Mr. XIE Zhichun

20 April 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, DECLARATION OF FINAL DIVIDEND,

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES AND OTHER BUSINESS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed re-election of Directors, declaration of final dividend, granting general mandates to issue Shares and buy back Shares to the Directors and seeks your approval of the resolutions relating to these matters and other business at the Annual General Meeting. The following resolutions will be transacted at the Annual General Meeting:

– 3 –

LETTER FROM THE BOARD

2. ORDINARY RESOLUTIONS

• 2.1 Resolution No. 1: Adoption of the audited financial statements for the year ended 31 December 2017

The 2017 Annual Report incorporating the audited financial statements, the report of the Directors and independent auditor’s report for the year ended 31 December 2017 was sent to the Shareholders on 20 April 2018. The audited financial statements have been reviewed by the audit committee of the Company.

2.2 Resolution No. 2: Declaration of Final Dividend

As mentioned in the final results announcement of the Company for the year ended 31 December 2017 dated 23 March 2018, it was the intention of the Board to recommend a final dividend for the year ended 31 December 2017 of 10 HK cents per Share, which is subject to the approval of Shareholders at the Annual General Meeting and compliance with the Companies Ordinance. Ordinary Resolution No. 2 will be proposed at the Annual General Meeting to approve the declaration of the final dividend.

• 2.3 Resolution No. 3: Re-election of Directors and authorization of fixing Directors’ remuneration

As at the Latest Practicable Date, the executive Directors are Mr. WANG Bin, Mr. WANG Sidong, Mr. WANG Tingke and Ms. YU Xiaoping; the non-executive Directors are Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming; and the independent non-executive Directors are Dr. WU Jiesi, Mr. ZHU Dajian, Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun.

Pursuant to the Articles 93 and 97 of the Articles of Association, Mr. WANG Sidong, Mr. NI Rongming, Dr. WU Jiesi, Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun shall retire at the Annual General Meeting. Mr. NI Rongming has informed the Board that he would not offer himself for re-election due to reaching the age of retirement and accordingly will retire as a non-executive director and member of the risk management committee upon the conclusion of the Annual General Meeting. Mr. WANG Sidong, Dr. WU Jiesi, Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun being eligible, offer themselves for re-election at the Annual General Meeting.

At the meeting of the nomination committee of the Company held on 22 March 2018, the nomination committee reviewed the re-election of the retiring Directors and made recommendation to the Board the re-election of the retiring Directors at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

At the meeting of the Board held on 23 March 2018, the Board considered the re-election of the retiring Directors and resolved that the retiring Directors be proposed for re-election at the Annual General Meeting.

In compliance with the requirements of code provision E.1.1 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Listing Rules, a separate resolution will be proposed at the Annual General Meeting for the re-election of each individual director whether such Director is an executive Director, non-executive Director or independent non-executive Director.

Pursuant to code provision A.4.3 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Listing Rules, Dr. WU Jiesi has served as an independent non-executive Director more than 9 years and re-election of him will be subject to a separate resolution to be approved by the Shareholders. Dr. WU Jiesi did not hold any managerial positions of the Group, and was not employed by the subsidiaries of the Group and engaged into any execution and management tasks of the Group over the years. Dr. WU Jiesi still engages into the affairs of the Board, and is a chairman of the audit committee, a member of the nomination committee and remuneration committee of the Company. His reappointment will maintain the stability of the Board, and his experience and knowledge also bring valuable contributions including objective enquiries and independent judgement to the Board and the management. The Board considers that Dr. WU Jiesi has satisfied the criteria for independence set out in Rule 3.13 of the Listing Rules. The Board also considers that his re-election is in the best interest of the Company and Shareholders as a whole.

In addition, Mr. WU Ting Yuk Anthony has been appointed as independent nonexecutive Director with effect from 27 August 2013 and shall retire at the Annual General Meeting, being eligible, offers himself for re-election. Besides, Mr. XIE Zhichun, who has been appointed as independent non-executive Director with effect from 25 June 2015, offers himself for re-election at the Annual General Meeting. Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun have made confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board considers that Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun are independent and their re-election is in the best interest of the Company and Shareholders as a whole.

The brief biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

The Board recommends to the Shareholders that the Board shall be authorized to fix the Directors’ remuneration.

– 5 –

LETTER FROM THE BOARD

2.4 Resolution No. 4: Re-appointment of independent auditor

The Board (which agreed with the view of the audit committee of the Company) recommended that subject to the approval of Shareholders at the Annual General Meeting, PricewaterhouseCoopers be re-appointed as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company.

The Board recommends to the Shareholders that the Board shall be authorized to fix the auditor’s remuneration.

2.5 Resolutions Nos. 5 to 7: General mandates to issue shares and buy back shares

In order to ensure flexibility and provide discretion to the Directors, in the event that it becomes desirable to issue any Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules for a general mandate to issue Shares. At the Annual General Meeting, Ordinary Resolution No. 5 will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue new Shares up to 20% of the aggregate number of Shares in issue immediately after the passing of Ordinary Resolution No. 5 (i.e. not exceeding 718,803,707 Shares based on 20% of the 3,594,018,538 issued Shares as at the Latest Practicable Date and assuming that such issued Shares remains the same at the date of the passing of the Ordinary Resolution No. 5). In addition, subject to the approval of Ordinary Resolution No. 7, the number of Shares bought back by the Company under Ordinary Resolution No. 6 will also be added to the 20% general mandate as mentioned in Ordinary Resolution No. 5.

In addition, Ordinary Resolution No. 6 will be proposed to approve the granting of a Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the aggregate number of Shares in issue immediately after the passing of Ordinary Resolution No. 6 (i.e. not exceeding 359,401,853 Shares based on 10% of the 3,594,018,538 issued Shares as at the Latest Practicable Date and assuming that such issued Shares remains the same at the date of the passing of the Ordinary Resolution No. 6).

An explanatory statement as required by the Listing Rules and the Companies Ordinance to be sent to the Shareholders in connection with the Buy-back Mandate is set out in Appendix II to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

3. ANNUAL GENERAL MEETING

The Notice of Annual General Meeting is set out on pages 23 to 27 of this circular to consider the Resolutions Nos. 1 to 7.

A form of proxy for use at the Annual General Meeting is enclosed. If you do not intend or are unable to attend the meeting and wish to appoint a proxy/proxies to attend and vote on your behalf, you are requested to complete the form of proxy and return it to the share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the Annual General Meeting if they so wish.

Pursuant to the Listing Rules, any vote of Shareholders taken at the Annual General Meeting to approve the resolutions proposed 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.

4. CLOSURE OF REGISTER OF MEMBERS

To ascertain the identity of the Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 18 May 2018 to Thursday, 24 May 2018 inclusive during which period no share transfers can be registered. In order to be eligible to attend and vote at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 17 May 2018.

To determine the entitlement to the proposed final dividend, the register of members of the Company will be closed on Monday, 9 July 2018. During the above period, no share transfers can be registered. In order to qualify for the entitlement to the proposed final dividend, subject to passing of the Ordinary Resolution No. 2 at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 6 July 2018.

– 7 –

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the proposed re-election of Directors, declaration of final dividend, granting the general mandate to issue Shares and the Buy-back Mandate to the Directors and other business are in the interests of the Company and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board WANG Bin

Chairman

– 8 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Details of the four Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

1. Mr. WANG Sidong (‘‘Mr. WANG’’) Vice Chairman, Executive Director, General Manager, Member of the Remuneration Committee, Corporate Governance Committee and Risk Management Committee Aged 56

Joined the Board in January 2018

Current Key Positions Held	TPG	Vice Chairman*
in TPG and its subsidiaries		Executive Director*
		General Manager*
	TPG (HK)	Vice Chairman*
		Executive Director*
		General Manager*
Past Offices	China Life Insurance	Vice President
	(Group) Company
		Served in several positions
		including Director of the
		General Office, Deputy
		Director of the Shares
		Reform Office and Deputy
		General Manager of Zhejiang
		Branch
	China Life Insurance	Non-executive Director
	Company Limited
	China Life Pension	Director
	Company Limited
	China Life Ecommerce	Director
	Company Limited
	China Life Investment	Chairman
	Holding Company
	Limited
	China World Trade	Director
	Center Ltd.
	China World Trade	Director
	Center Co., Ltd.
	China Huarong Asset	Non-executive Director
	Management Co., Ltd.
	Zhong Bao Mansion Co.	Chairman
	Ltd.
	worked for the Ministry of Foreign Economic Relations
	and Trade of China, the Xinhua News Agency Hong
	Kong Branch, and The Hong Kong Chinese Enterprises
	Association
Education, Qualification &	Shandong University,	Bachelor Degree in Arts
Experience	China
		Senior Economist

• subject to relevant regulatory approval

– 9 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Save as disclosed above, Mr. WANG has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date or any position with the Company and other members of the Group.

Mr. WANG has no interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. WANG has no relationship with any Directors, senior management or substantial or controlling Shareholders (as defined under the Listing Rules) of the Company.

The Company has entered into an appointment letter with Mr. WANG. Mr. WANG is not appointed for a specific term, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. During the year 2018, Mr. WANG is entitled to receive an annual salary of RMB296,600. Nevertheless, he is entitled to receive discretionary bonus payments or other benefits as may be decided by the Board and the remuneration committee of the Company from time to time, having regard to the Company’s performance and profitability, his duties and performance and the prevailing market conditions. In addition, Mr. WANG is provided with accommodations at no charge by the Company. The size, location and cost of the premises provided is determined in accordance with the internal policy of the Group.

Save as disclosed above, in relation to the re-election of Mr. WANG as Director, there is no other information which is required to be disclosed pursuant to any of the requirements of paragraph 13.51(2) of the Listing Rules; and there is no other matter which needs to be brought to the attention of the Shareholders.

– 10 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

2. Dr. WU Jiesi (‘‘Dr. WU’’)

• Independent Non-executive Director, Chairman of the Audit Committee, Member of the Remuneration Committee and the Nomination Committee Aged 66

Joined the Board in 2000

Other Current Offices	China Citic Bank	Independent Non-Executive
	International Limited	Director (‘‘INED’’)
	Industrial and	INED
	Commercial Bank of
	China (Asia) Limited
	China Life Franklin	Independent Director
	Asset Management Co.,
	Limited
	Silver Base Group	Non-Executive Director
	Holdings Limited
	Shenzhen Investment	Non-Executive Director
	Limited
	Beijing Enterprises	INED
	Holdings Limited
Past Offices	China Merchant	Independent Director
	Securities Co. Ltd.
	China Aoyuan Property	Vice Chairman
	Group Limited	Non-Executive Director
	China Water Affairs	Non-Executive Director
	Group Limited
	China Merchants Bank	INED
	Co., Ltd
	Zhonghui Mining	Chairman
	Industry Africa
	Limited

– 11 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

			Yingli Green Energy	INED
			Holding Company
			Limited
			Hopson Development	Managing Director
			Holdings Limited	Chief Executive Officer
			Guangdong Tannery	Honorary President
			Limited
			Guangdong Investment	Honorary President
			Limited
			GDH Limited	Chairman
			Guangdong Yue Gang	Chairman
			Investment Holdings
			Company Limited
			Guangdong Province,	Assistant to the Governor
			China
			Shenzhen Municipal	Deputy Mayor
			Government, China
			ICBC Shenzhen Branch	President
Education,	Qualification	&	Nankai University, China	Professor of Theoretical
Experience				Economics
				Doctorate Degree in Economics
				Extensive experience in finance
				and management

From 1998 to 2000, Dr. WU served as the assistant to the governor of Guangdong Province. From 12 February 2000 to 8 May 2001, Dr. WU joined Guangdong Enterprise (Holdings) Limited (‘‘GDE’’) as a director during the process of assisting its debt restructuring. Dr. WU ceased to be a director of GDE shortly after the closing of its debt restructuring on 22 December 2000. From 2000 to 2005, Dr. WU was appointed as the chairman of Guangdong Yue Gang Investment Holdings Company Limited and GDH Limited. Dr. WU served as the chairman of Guangdong Investment Limited (stock code: 270) (‘‘GDI’’) from March 2000 to March 2001, as a director of GDI from March 2000 to April 2005 and as the honorary president of GDI from March 2001 to April 2005. Dr. WU also served as a

– 12 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

director and honorary president of Guangdong Tannery Limited (stock code: 1058) from February 2004 to April 2005. Both companies are listed on the main board of the Stock Exchange. While Dr. WU was serving as the chairman and then an honorary president of GDI, GDI and its subsidiaries underwent a debt restructuring, details of which were included in GDI’s announcements dated 23 December 2000 and 6 May 2003.

Dr. WU was prosecuted on 5 July 2012 under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for a late filing of disclosure of his interests to the Stock Exchange for certain share transactions of China Water Affairs Group Limited (stock code: 855), which took place on various occasions during the period from 4 March 2011 to 10 March 2011. He was fined a total sum of HK$12,000 and ordered to pay investigation costs of HK$20,260 to the Securities and Futures Commission in respect of eight summonses in relation to failures to perform a duty of disclosure within the specified period. Dr. WU has confirmed to the Company that the late filing was caused by his inadvertent oversight.

Save as disclosed above, Dr. WU has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date or any position with the Company and other members of the Group.

Dr. WU has no interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Dr. WU has no relationship with any Directors, senior management or substantial or controlling Shareholders (as defined under the Listing Rules) of the Company.

The Company has entered into an appointment letter with Dr. WU. Dr. WU is not appointed for a specific term, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. During the year 2017, Dr. WU received from the Company a director’s fee of HK$320,000. During the year 2018, Dr. WU is entitled to receive an annual salary of approximately HK$320,000 as determined by the Board and the remuneration committee of the Company pursuant to the letter of appointment entered into between the Company and Dr. WU, with reference to his position and the prevailing market conditions.

Save as disclosed above, in relation to the re-election of Dr. WU as Director, there is no other information which is required to be disclosed pursuant to any of the requirements of paragraph 13.51(2) of the Listing Rules; and there is no other matter which needs to be brought to the attention of the Shareholders.

– 13 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

1. Mr. WU Ting Yuk Anthony (‘‘Mr. WU’’) Independent Non-executive Director, Member of the Remuneration Committee and the Nomination Committee Aged 63

Joined the Board in 2013

Other	Current	Offices	12th Chinese People’s	Member of Standing
			Political Consultative	Committee
			Conference National
			Committee
			The China Oxford	Chairman
			Scholarship Fund
			The Chief Executive’s	Member
			Council of Advisers on
			Innovation and
			Strategic Development,
			HKSAR
			Task Force on Land	Member
			Supply, HKSAR
			Power Assets Holdings	INED
			Limited
			Guangdong Investment	INED
			Limited
			MUFG Bank	Chief Advisor
			State Council’s Medical	Member
			Reform Leadership
			Advisory Committee,
			PRC
			Public Policy Advisory	Advisor
			Committee of the
			National Health and
			Family Planning
			Commission of the PRC
			State Administration of	Principal Advisor
			Traditional Chinese
			Medicine, PRC
			Chinese Medicine Reform	Member
			and Development
			Advisory Committee,
			PRC
			Sincere Watch (Hong	Deputy Chairman
			Kong) Limited	Executive Director
			Hong Kong General	Director
			Chamber of Commerce

– 14 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Past Offices	Agricultural Bank of	INED
	China Limited
	Fidelity Funds	INED
	Hong Kong Hospital	Chairman
	Authority
	Hong Kong General	Chairman
	Chamber of Commerce
	Bauhinia Foundation	Chairman and Director
	Research Center
	Ernst & Young PLLC	Chairman of Far East and
		China
Education, Qualification&	Institute of Chartered	Fellow
Experience	Accountants in
	England and Wales
	Hong Kong Institute of	Fellow
	Certified Public
	Accountants
	Faculty of Medicine of	Honorary Professor
	the Chinese University
	of Hong Kong
	Hong Kong College of	Honorary Fellow
	Community Medicine
	Peking Union Medical	Honorary Professor
	College Hospital
	Institute of Certified	Honary Chairman
	Management
	Accountants, Australia,
	Hong Kong Branch
	Government of HKSAR	Justice of the Peace
		Awarded Gold Bauhinia Star

Save as disclosed above, Mr. WU has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date or any position with the Company and other members of the Group.

According to a press release of the Hong Kong Institute of Certified Public Accountants (the ‘‘Institute’’) dated 23 July 2014, the Disciplinary Committee of the Institute ordered removal of Mr. WU’s name from the register of certified public accountants for a period of two years, and payment to the Institute of a penalty of HK$250,000. Mr. WU, together with the other respondents, were ordered to pay the costs of the disciplinary and investigation proceedings of HK$2,000,000.

– 15 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. WU has no interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. WU has no relationship with any Directors, senior management or substantial or controlling Shareholders (as defined under the Listing Rules) of the Company.

The Company has entered into an appointment letter with Mr. WU. Mr. WU is not appointed for a specific term, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. During the year 2017, Mr. WU received from the Company a director’s fee of HK$320,000. During the year 2018, Mr. WU is entitled to receive an annual salary of approximately HK$320,000 as determined by the Board and the remuneration committee of the Company pursuant to the letter of appointment entered into between the Company and Mr. WU, with reference to his position and the prevailing market conditions.

Save as disclosed above, in relation to the re-election of Mr. WU as Director, there is no other information which is required to be disclosed pursuant to any of the requirements of paragraph 13.51(2) of the Listing Rules; and there is no other matter which needs to be brought to the attention of the Shareholders.

1. Mr. XIE Zhichun (‘‘Mr. XIE’’)

2. Independent Non-executive Director, Chairman of the Risk Management Committee, Member of the Audit Committee, the Remuneration Committee and the Nomination Committee

Aged 60

Joined the Board in 2015

Other Current Offices China Fortune Financial Chairman, Executive Director Group Limited

China Minsheng Banking INED Corp., Ltd.

China Smartpay Group Non-Executive Director Holdings Limited

– 16 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

		Consultation Committee	Vice Chairman
		of Shenzhen Qianhai
		Shekou Free Trade
		Zone and Qianhai
		Shenzhen Hong Kong
		CooperationZone
		PBC School of Finance,	Graduate Supervisor
		Tsinghua University,
		China
		China Center for Special	Distinguished Professor
		Economic Zone
		Research, Shenzhen
		University, China
Past	Offices	Elife Holdings Limited	Non-Executive Director
		China Investment	Executive Vice President
		Corporation
		Central Huijin	Executive Director, President
		Investment Ltd.
		China Everbright Group	Executive Director
		Limited	Vice-President
		Sun Life Everbright Life	Chairman
		Insurance Co., Ltd.
		China Everbright Bank	Vice President
		Company Limited
		Everbright Securities	Director
		Company Limited	Chief Executive Officer
			Vice President
		Securities Association of	Vice Chairman (unattending)
		China

– 17 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

			China Everbright Asia-	Executive Director
			Pacific Company	President
			Limited
			China Enterprises	Vice Chairman
			Association (Singapore)
			China Everbright Ltd.	Director
			China Everbright Bank,	Deputy President
			Dalian Branch
			China Everbright Bank,	General Manager of
			Heilongjiang Branch	International Department
Education,	Qualification	&	Institute of Economic	Doctor of Philosophy in
Experience			Research of Nankai	Economics
			University, China
			Harbin Institute of	Master Degree in Economics
			Technology, China
			Heilongjiang University,	Bachelor Degree in Philosophy
			China
				Senior Economist

Save as disclosed above, Mr. XIE has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date or any position with the Company and other members of the Group.

Mr. XIE has no interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. XIE has no relationship with any Directors, senior management or substantial or controlling Shareholders (as defined under the Listing Rules) of the Company.

The Company has entered into an appointment letter with Mr. XIE. Mr. XIE is not appointed for a specific term, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. During the year 2017, Mr. XIE received from the Company a director’s fee of HK$320,000. During the year 2018, Mr. XIE is entitled to receive an annual salary of

– 18 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

approximately HK$320,000 as determined by the Board and the remuneration committee of the Company pursuant to the letter of appointment entered into between the Company and Mr. XIE, with reference to his position and the prevailing market conditions.

Save as disclosed above, in relation to the re-election of Mr. XIE as Director, there is no other information which is required to be disclosed pursuant to any of the requirements of paragraph 13.51(2) of the Listing Rules; and there is no other matter which needs to be brought to the attention of the Shareholders.

– 19 –

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

APPENDIX II

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Buy-back Mandate and also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

NUMBER OF SHARES

As at the Latest Practicable Date, the number of Shares in issue was 3,594,018,538. Subject to the passing of Ordinary Resolution No. 6 granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 359,401,853 Shares (representing not more than 10% of the issued Shares as at the Latest Practicable Date) during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR BUY-BACKS

The Directors believe that the ability to buy back Shares is in the interests of the Company and its Shareholders.

Buy-backs may, depending on the circumstances, result in an increase in net assets and/or earnings per share. The Directors are seeking the grant of a general mandate to buy back Shares to give the Company the flexibility to do so if and when appropriate. The timing and the number, the price and other terms upon which the Shares are bought back will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

FUNDING OF BUY-BACKS

Buy backs must be made out of funds which are legally available for such purpose in accordance with the articles of association of the Company and the laws of Hong Kong. The Companies Ordinance provides that the amount of capital repaid in connection with a share buy-back may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose. It is envisaged that the funds required for any buy-back would be derived from the distributable profits of the Company.

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 31 December 2017) in the event that the proposed share buy-backs were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

– 20 –

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

APPENDIX II

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company in the event that the Buy-back Mandate is granted by Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules and the laws of Hong Kong.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to do so, in the event that the Buy-back Mandate is granted.

If on the exercise of the power to buy back Shares pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, TPG beneficially held 2,143,423,856 Shares, representing approximately 59.64% of the issued Shares. In the event that the Directors should exercise in full the Buy-back Mandate, the shareholding of TPG in the Company will be increased to approximately 66.27% of the issued Shares. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any buy-backs made under the Buyback Mandate. The Directors do not propose to exercise the Buy-back Mandate to such extent that the public shareholding would be reduced to less than 25% of the issued Shares.

SHARE PURCHASE MADE BY THE COMPANY

No purchase has been made by the Company of its Shares (whether on the Stock Exchange or otherwise) in the six months prior to the date of this circular.

– 21 –

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

APPENDIX II

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date and for the month of April 2018 up to the Latest Practicable Date:

Month	Highest	Lowest
	HK$	HK$
2017
April	19.84	18.20
May	21.40	18.50
June	21.05	19.20
July	24.10	19.06
August	25.70	22.80
September	23.95	20.85
October	26.50	21.10
November	32.95	25.75
December	30.25	26.45
2018
January	36.10	29.15
February	34.30	26.40
March	31.35	25.70
April (up to the Latest Practicable Date)	26.85	23.90

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [187 x 87] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 966)

NOTICE IS HEREBY GIVEN that the Eighteenth Annual General Meeting of China Taiping Insurance Holdings Company Limited (the ‘‘Company’’) will be held at 22/F., China Taiping Tower Phase II, 8 Sunning Road, Causeway Bay, Hong Kong on Thursday, 24 May 2018 at 3:00 p.m. or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon or any time after 12:00 noon on that day, at the same time and place on the first Business Day (as defined in note (i) below) after 24 May 2018 for the following purposes:

As ordinary business:

1. To receive and adopt the audited Financial Statements, the Report of the Directors and the Independent Auditor’s Report for the year ended 31 December 2017.

2. To declare a final dividend of 10 HK cents per share for the year ended 31 December 2017.

3. (a) each as a separate resolution, to re-elect the following retiring directors of the Company:

   • (i) to re-elect Mr. WANG Sidong as a Director of the Company (the ‘‘Director’’);

   • (ii) to re-elect Dr. WU Jiesi as a Director of the Company;

   • (iii) to re-elect Mr. WU Ting Yuk Anthony as a Director of the Company; and

   • (iv) to re-elect Mr. XIE Zhichun as a Director of the Company

4. (b) To authorize the board of the directors (the ‘‘Board’’) of the Company to fix the Directors’ remuneration.

5. To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and to authorize the Board to fix their remuneration.

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

As special business:

As special business, to consider and, if thought fit, pass, with or without modifications, the following resolutions which will be proposed as ordinary resolutions:

1. ‘‘THAT:

2. (i) subject to paragraph (iii) below and pursuant to Sections 140 and 141 of the Companies Ordinance, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with any additional shares of the Company and to make or grant offers, agreements, options and other rights or issue warrants which may require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and other rights or issue warrants which may require the exercise of the powers of the Company referred to in that paragraph at any time during or after the end of the Relevant Period;

4. (iii) the total number of additional shares of the Company which may be allotted, issued or otherwise dealt with by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or an issue of shares pursuant to the exercise of subscription rights attaching to any warrants issued by the Company or of any options which may be granted under any share option scheme or any other option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares or any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company or a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing this Resolution provide that if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be allotted and issued pursuant to the approval in paragraph (i) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly, and the said approval shall be limited accordingly;

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

• (iv) for the purpose of this Resolution:

  • (a) ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier of:

    • (1) the conclusion of the next annual general meeting of the Company;

    • (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and

    • (3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

  • (b) ‘‘Rights Issue’’ means an offer of shares or an offer of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors, to holders of shares of the Company whose names appear on the Register of Members of the Company on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).’’

• ‘‘THAT:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;

• (ii) the total number of shares of the Company which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this Resolution provided that if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be bought back pursuant to the approval in paragraph (i) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly, and the said approval shall be limited accordingly;

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purpose of this Resolution:

  • (a) ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier of:

    • (1) the conclusion of the next annual general meeting of the Company;

    • (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and

    • (3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

  • (b) ‘‘Shares’’ means shares of all classes of the Company and warrants and other securities issued by the Company which carry a right to subscribe or purchase shares of the Company.’’

• ‘‘THAT conditional upon the passing of Resolutions No. 5 and No. 6 set out above, the general mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make, issue or grant offers, agreements, options and/or warrants which might require the exercise of such powers in accordance with Resolution No. 5 above be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate an amount representing the total number of shares of the Company bought back by the Company pursuant to the exercise by the Directors in accordance with Resolution No. 6 above of the powers of the Company to buy back such shares, provided that such extended number shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this Resolution.’’

By Order of the Board ZHANG Ruohan Company Secretary

Hong Kong, 20 April 2018

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) ‘‘Business Day’’ means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon on that day and on which banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted at 12:00 noon or any time after 12:00 noon on 24 May 2018, the annual general meeting of the Company will not be held on that day but will be held at the same time and place on the first Business Day after 24 May 2018 instead.

• (ii) A member entitled to attend and vote at the above meeting shall be entitled to appoint another person as his proxy, or appoint up to two proxies if he holds two or more shares of the Company, to attend, speak and vote for him in accordance with the articles of association of the Company. A proxy need not be a member of the Company.

• (iii) In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

• (iv) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof.

• (v) To ascertain the shareholders’ entitlement to attend and vote at the annual general meeting of the Company, the register of members of the Company will be closed from Friday, 18 May 2018 to Thursday, 24 May 2018 inclusive during which period no share transfers can be registered. In order to be eligible to attend and vote at the annual general meeting of the Company, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 17 May 2018.

• (vi) To determine the entitlement to the proposed final dividend, the register of members of the Company will be closed on Monday, 9 July 2018. During the above period, no share transfers can be registered. In order to qualify for the entitlement to the proposed final dividend, subject to passing of the Ordinary Resolution No. 2 at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 6 July 2018.

• (vii) A circular giving details of the resolutions to be dealt in annual general meeting of the Company will be despatched to the shareholders on 20 April 2018. The biographical details of the retiring Directors who are proposed to be re-elected at the above meeting are set out in Appendix I to the circular.

• (viii) This notice is also available for viewing on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.ctih.cntaiping.com from 20 April 2018.

• (ix) As at the date of this notice, the Board is comprised of 12 Directors, of which Mr. WANG Bin, Mr. WANG Sidong, Mr. WANG Tingke and Ms. YU Xiaoping are executive Directors, Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming are non-executive Directors and Dr. WU Jiesi, Mr. ZHU Dajian, Mr. WU Ting Yuk Anthony and Mr. XIE Zhichun are independent non-executive Directors.

– 27 –