THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Reinsurance (Group) Corporation, you should at once hand this circular, the accompanying proxy form and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Reinsurance (Group) Corporation

中 國 再 保 險( 集 團 )股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1508)

ELECTION OF MR. LIU XIAOPENG

AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF

2019

The EGM of China Reinsurance (Group) Corporation will be held at the meeting room on 24th Floor, China Re Building, No. 11 Jinrong Avenue, Xicheng District, Beijing, the PRC at 9:30 a.m. on Monday, 21 October 2019. The notice of the EGM is set out on pages 17 to 18 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the EGM (i.e. before 9:30 a.m. on Sunday, 20 October 2019) or any adjournment thereof (as the case may be).

If you intend to attend the EGM in person or by proxy, you are required to complete and return the accompanying reply slip in accordance with the instructions printed thereon on or before Monday, 30 September 2019. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

6 September 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

  Resolution on the Election of Mr. Liu Xiaopeng as a Non-Executive Director

  for the Fourth Session of the Board of Directors of the Company . . . . . . . . . . .

4

Report on the Progress of Implementation of "Digital China Re" Strategy . . . . . . . .

5

Report on the Progress of Project Hydrangea . . . . . . . . . . . . . . . . . . . .

5

The Second Extraordinary General Meeting of 2019 . . . . . . . . . . . . . . . . .

5

  Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

APPENDIX I - REPORT ON THE PROGRESS OF IMPLEMENTATION

OF "DIGITAL CHINA RE" STRATEGY . . . . . . . . . . . . .

7

APPENDIX II - REPORT ON THE PROGRESS OF PROJECT HYDRANGEA . . . .

13

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019 . . . .

17

- i -

DEFINITIONS

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

"Articles of Association"

the articles of association of the Company as adopted at our

Shareholders' general meeting held on 26 June 2015, 24 October

2017 and 28 June 2018, respectively, and approved by the CBIRC

on 9 July 2015, 2 March 2016 and 16 January 2019, respectively

"Board" or "Board of Directors"

the board of Directors of the Company

"CBIRC"

China Banking and Insurance Regulatory Commission (中國銀行

保險監督管理委員會)

"China Continent Insurance"

China Continent Property & Casualty Insurance Company Ltd. (

國大地財產保險股份有限公司), a subsidiary of the Company

incorporated in the PRC on 15 October 2003. Prior to the approval

from the CBIRC for its change of registered capital on 25 June

2018, the Company holds 93.18% of its shares, after the aforesaid

approval, the Company holds 64.30% of its shares

"China Re Life"

China Life Reinsurance Company Ltd. (中國人壽再保險有限責

任公司), a wholly-owned subsidiary of the Company incorporated

in the PRC on 16 December 2003

"China Re P&C"

China Property and Casualty Reinsurance Company Ltd. (中國

財產再保險有限責任公司), a wholly-owned subsidiary of the

Company incorporated in the PRC on 15 December 2003

"China Re Group" or "Group"

the Company, and, except where the context requires, its

subsidiaries

"CNIP"

China Nuclear Insurance Pool. CNIP was established in 1999

and the Group Company has been the management institution

and chairman company of CNIP from its establishment date to

November 2016. Starting from November 2016, the management

institution of CNIP changed from the Group Company to China Re

P&C

"Company"

China Reinsurance (Group) Corporation (中國再保險(集團) 股份

有限公司)

"Director(s)"

the director(s) of the Company

"EGM"

the second extraordinary general meeting of 2019 of the Company

to be held at the meeting room on 24th Floor, China Re Building,

No. 11 Jinrong Avenue, Xicheng District, Beijing, the PRC at 9:30

a.m. on Monday, 21 October 2019

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

- 1 -

DEFINITIONS

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"RMB" or "Renminbi"

Renminbi, the lawful currency of the PRC

"Share(s)"

ordinary share(s) in the share capital of the Company with a

nominal value of RMB1.00 each, including H shares and domestic

shares

"Shareholder(s)"

holder(s) of the Share(s)

- 2 -

LETTER FROM THE BOARD

China Reinsurance (Group) Corporation

中 國 再 保 險( 集 團 )股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1508)

Executive Directors:

Registered office and headquarters:

Mr. YUAN Linjiang (Chairman)

No. 11 Jinrong Avenue

Mr. HE Chunlei (Vice Chairman)

Xicheng District

Mr. REN Xiaobing

Beijing

PRC

Non-executive Directors:

Ms. LU Xiuli

Principal place of business

Mr. WEN Ning

  in Hong Kong:

Ms. WANG Xiaoya

Room 1618

Sun Hung Kai Centre

Independent Non-executive Directors:

30 Harbour Road

Mr. HAO Yansu

Wan Chai

Mr. LI Sanxi

Hong Kong

Ms. MOK Kam Sheung

Ms. JIANG Bo

6 September 2019

To the Shareholders

ELECTION OF MR. LIU XIAOPENG

AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF

2019

INTRODUCTION

The purpose of this circular is to provide you the notice of the EGM and the information on the proposed resolution to be considered at the EGM to enable you to make an informed decision on whether to vote for or against the resolution at the EGM.

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LETTER FROM THE BOARD

RESOLUTION ON THE ELECTION OF MR. LIU XIAOPENG AS A NON- EXECUTIVE DIRECTOR FOR THE FOURTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY

An ordinary resolution will be proposed at the EGM to approve the Election of Mr. Liu Xiaopeng as a Non-executive Director of the Fourth Session of the Board of Directors of the Company.

Due to work requirement, Mr. Liu Xiaopeng has been nominated as a candidate for the non-executive Director for the fourth session of the Board of Directors.

Biographical details of Mr. Liu Xiaopeng are as follows:

Mr. Liu Xiaopeng, born in July 1975, is a senior economist. Mr. Liu served as the vice division chief of the department of financial assets management of State Grid Corporation of China; the general manager of the investment management department, and the assistant to the general manager and the general manager of the department of development and planning of State Grid Yingda International Holdings Co., Ltd.; a member of the Party leadership group, the deputy general manager and the secretary to the board of directors of China Power Finance Co., Ltd.; the deputy director general of the global energy interconnection office of State Grid Corporation of China and the Global Energy Interconnection Development and Cooperation Organisation; an executive director and the chief executive officer of Gome Finance Technology Co., Ltd. (a company listed on the main board of the Hong Kong Stock Exchange, stock code: 0628). Mr. Liu is currently the director of the strategic operations of Gome Holdings Group Company Limited. Mr. Liu received a bachelor's degree in technological economics from Tianjin University and a doctoral degree in world economics from Nankai University.

Save as disclosed above, Mr. Liu Xiaopeng confirms that (1) he has not held any other directorships in other listed public companies in the past three years, and he does not hold any other major appointments or professional qualifications; (2) he does not hold any position in the Company or any of its subsidiaries;

  1. he does not have any relationships with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (4) as at the date of this circular, he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.

The Board of Directors has agreed to nominate Mr. Liu Xiaopeng as a candidate for the non-executive Director for the fourth session of the Board of Directors. His term of office will commence from the date of his official appointment by the Company until the expiration of the term of the fourth session of the Board of Directors, and he may serve consecutive terms if he is re-elected upon the expiration of his term of office.

Mr. Liu Xiaopeng will enter into a Director's service contract with the Company. During his term of office, Mr. Liu Xiaopeng will not receive remuneration as a Director from the Company.

Mr. Liu Xiaopeng also confirms that there is no other information to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter relating to his appointment that needs to be brought to the attention of the Shareholders. Mr. Liu Xiaopeng will officially perform his duty after his qualification as a Director is approved by the CBIRC and the procedural requirements set out by the Articles of Association are implemented.

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LETTER FROM THE BOARD

REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

The Company has prepared the Report on the Progress of Implementation of "Digital China Re" Strategy, which is set out in Appendix I to this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.

REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

The Company has prepared the Report on the Progress of Project Hydrangea, which is set out in Appendix II to this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.

THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

The Company will convene the EGM at 9:30 a.m. on Monday, 21 October 2019 at the meeting room on 24th Floor, China Re Building, No.11 Jinrong Avenue, Xicheng District, Beijing, the PRC to consider and, if thought fit, to approve the resolution in respect of the matter described above. A form of proxy and a reply slip have been dispatched to Shareholders in accordance with the Listing Rules on 6 September 2019. The notice of the EGM is set out in this circular.

In order to determine the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Saturday, 21 September 2019 to Monday, 21 October 2019, both days inclusive, during which period no transfer of Shares will be effected. Holders of H Shares and domestic Shares whose names appear on the register of members of the Company on Monday, 21 October 2019 shall be entitled to attend and vote at the EGM. For unregistered holders of H Shares who intend to attend the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 20 September 2019 for registration.

If you intend to attend the EGM, you are required to complete and return the reply slip to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Monday, 30 September 2019.

Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the respective meeting.

All voting at the EGM will be conducted by poll.

- 5 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolution set out in the notice of the EGM for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favor of the resolution to be proposed at the EGM.

By order of the Board

China Reinsurance (Group) Corporation

Yuan Linjiang

Chairman

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

REPORT ON THE PROGRESS OF IMPLEMENTATION OF

"DIGITAL CHINA RE" STRATEGY

Pursuant to the "One-Three-Five" Strategy, China Re Group formulated an IT development plan in

2017 and officially launched the "Digital China Re" Strategy in May 2018. The "Digital China Re" Strategy specifies the development pattern of China Re Group of "converging resources, building platforms and creating eco-systems, and propelling one core and two collaboration by five trends", and proposes the new positioning of IT, i.e. shifting from internal support to external innovative development + internal support. Since the implementation of the "Digital China Re" Strategy, China Re Group has been closely integrating three major strategies, namely, "platform operation, technology advancement and globalization", focusing on building external innovative service platforms, empowering the insurance industry with technology, and developing internal IT infrastructures and information systems as well as IT management systems, which effectively promoted the high-quality development of China Re Group.

  1. THE STAGED ACHIEVEMENTS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

Since the implementation of the "Digital China Re" Strategy, China Re Group has undergone significant changes on IT budgets, personnel, external regulatory IT ratings, IT maturity, etc. In general, the comprehensive positioning of IT of China Re Group has gradually improved, and the information technology level has evolved from business-oriented to business-cooperative. IT Center has made positive progress in four areas, namely, the innovative service platform and technology empowerment to insurance industry externally, as well as the IT infrastructures and information systems and IT management systems internally.

  1. Focusing on National Strategy, Concentrating on the Pain Points and Difficulties of the National Welfare and People's Livelihood, and Connecting the Forces of All Parties of the Society to Jointly Create Inclusive External Innovation Platforms
    1. Deeply cultivating the "China Re Series" of catastrophe platform and establishing China Re CRM. First, in June 2017, we established "China Re Consultation" platform to gather experts in areas of meteorology, agriculture and water conservancy to discuss catastrophe events. We held nine online conferences with more than 30 insurance companies and nearly 200 people attended. Second, at the end of 2017, we launched "China Re Vision" 1.0 standard cloud version to build a catastrophe database and 71 customers in insurance industry and government and public departments applied for it. In 2018, we launched "China Re Vision" 2.0 version embedded with the core system of insurance company, which enabled preposition of API in the core system of China Continent Insurance and significantly enhanced the digital risk management capability. Third, on 12 May 2018, China Re Group, China Earthquake Administration and other organizations jointly launched "China Re Model" 1.0, the first earthquake catastrophe model platform with independent intellectual property rights in China. Fourth, on 25 August 2018, we established the first catastrophe technology company in China, i.e. China Re Catastrophe Risk Management Co., Ltd ("China Re CRM"). The company is mainly engaged in the research and development of catastrophe platforms and Internet application platforms, focusing on the value application of platform data assets, as well as facilitating the construction and operation of the catastrophe risk management service ecosystem. Fifth, on 19 August 2019, the earthquake catastrophe model passed the assessment of the

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

panel of the Seismological Society of China. The model filled up the gap of China in the industry and reached the international advanced level in general. On 22 August 2019, the commercially applicable earthquake catastrophe model platform 2.0 version was officially launched.

  1. The construction quality inherent defects insurance (IDI) platforms served the transformation of government functions in construction industry, and led the high- quality development of China Re business. First, IDI platforms have been placed at correct strategic position. Shanghai IDI platform and Yangquan IDI platform are the government supervision platforms co-establishedby local governments and enterprises which significantly enhanced the image and voice of China Re Group in the IDI field. Second, the platforms supported the fast business development. Yangquan IDI platform supported China Continent Insurance to exclusively underwrite the IDI business of Yangquan. The platform also assisted China Continent Insurance to win a bid for the qualification of main IDI underwriter of Beijing and IDI underwriter of the Ministry of Commerce. Third, the platforms built an ecosystem. IDI platforms, together with the construction market management information platform of Shanghai Municipal Commission of Housing and Urban-RuralDevelopment, realized real-timedocking with the billing and claims settlement systems of relevant large insurance companies, connecting the construction entities, primary insurance companies, TIS and property owners. Since 2019, China IDI market has entered into an outbreak period. In response to the increasingly fierce competition, China Re Group has launched the eIDI platform 2.0, which is a completely upgraded platform based on the middle-endplatform, with optimized interfaces and a brand new IDI online pricing engine to enhance the competitiveness of the platform.
  2. Building "China Re Connect" platform and "China Re Medical" platform for the Belt and Road Initiative. First, we focused on the construction of "China Re Connect" platform for property insurance. In response to the projects risk management needs of the "Going Global" enterprises, China Re Group actively accelerated the construction of "China Re Connect" platform, an integrated service platform for the Belt and Road Initiative, to provide a variety of overseas natural disaster risk maps including earthquakes,

floods, etc., risk information including sovereign credits, kidnapping and riots, etc., as well as the online insurance business consulting, business training and customized comprehensive risk solutions, etc. to achieve business connectivity. Second, we focused on life insurance business and constructed "China Re Medical" platform. The platform is based on the construction of an "insurance guarantee + medical health" service system along the route of the "Belt and Road". Through integrating medical resources, insurance, expert think-tanks and other resources, it provides insurance protection and health care services for Chinese people who are working to aid Africa to solve their pain points in health care and insurance coverage. At present, we have completed the integration with a comprehensive health platform of a primary insurance company, which will provide medical and health services for nearly 1,000 Chinese medical staff who are working to aid Africa pursuant to the business plan.

4. Supporting poverty alleviation and building a "Snow Disaster" platform. Based on "China Re Vision" platform, China Re Group has developed "Snow Disaster" platform 1.0 for snowstorms in Qinghai, which was put into operation at the end of October 2018. The platform aggregated multi-heterogeneousdata on livestock, weather, remote sensing, etc. and innovatively launched insurance products on snow disaster index. Compared with the

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

traditional agricultural insurance, the payment cycle is extremely short and the insurance compensation can be used in time for disaster relief and disaster recovery to resume production. In March 2019, we supported Qinghai branch of China Continent Insurance to win the bid of "Qinghai Provincial Department of Finance 2019-2021 Provincial Policy- related Agricultural Insurance Agency Purchasing Project", ranking the first in the biding rating category, providing over RMB2 billion of risk guarantee every year, supporting the poverty alleviation in Qinghai by the way of "insurance + platform", and safeguarding the healthy development of agriculture in Qinghai.

    1. Serving the rural vitalization strategy of China and building the eF2 platform and the eMAS platform. China's traditional agriculture is transforming towards modern agriculture. Large-scale,standardization and digitization of the agriculture industry will increase the added value of the industry. The potential market for the innovative agricultural insurances represented by the earnings insurance is huge. Under the guidance of "platform operation and technology advancement" strategy, China Re Group is exploring in the fields of modern agriculture and innovative agricultural insurance. China Re Information Technology Center and the Strategic Customers Department, cooperated with Guangxi Environmental Protection Department and Fumian District Government to establish the eF2 platform for livestock and poultry manure treatment and resource utilization, moving the whole process of livestock and poultry manure removal, transportation and fertilization from offline to online, which enabled the government to supervise and manage the industry. In Guangxi, China Continent Insurance of the China Re Group underwrote the first liability insurance of China for returning manure to the field to assist the government to control water pollution. China Re CRM built the platform of Modern Agricultural Services - eMAS. The platform connects governments, leading enterprises, agricultural service institutions, banks, insurance companies and other relevant parties, to serve the farmers. The eMAS platform is dedicated to the informatization of the whole industrial chain of modern agriculture. The eMAS platform was first applied to the apple industry in Yan'an, Shaanxi Province, providing apple planting standards and online trading functions, using digitalization to increase the value of the industrial chain, and ultimately realizing income growth for apple growers.
  1. Empowering the Development of the Insurance Industry with Science and Technology and Maintaining Strategic Leadership
    1. Applying the blockchain to optimize the business mode of reinsurance-primary insurance. First, we cooperated with the industry peers and issued the White Paper on Reinsurance Blockchain Trading Platform. Traditional reinsurance transactions were mainly conducted via telephone and mail, which involved many legal and compliance risks. In June 2018, under the guidance of the Shanghai Bureau of China Insurance Regulatory Commission, China Re Group, together with various insurance/reinsurance companies and technic companies, jointly issued the White Paper on Reinsurance Blockchain Trading Platform. The Paper verified the feasibility of the reinsurance-primaryinsurance trading platform and laid the foundation for the subsequent platform construction. Second, we researched and developed CNIP "Nuclear Star" Business Platform. In response to the pain points of business and information transmission of the CNIP, this business platform used the blockchain technology to systematically manage nuclear insurance business opportunities, accounting processing and settlement processing, which has greatly improved the daily business efficiency and information transmission level of the CNIP, and

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

the service capacity of the executing agency has also been significantly enhanced. Third, we are developing the "Easy Fund" accident and health insurance platform to open the whole chain of primary insurance and reinsurance. China Re P&C, Huatai Property Insurance and Qing Song Chou Company jointly issued the accident and health insurance product. With the help of blockchain technology, we realized the real-time transmission of the sales of primary insurance policy and claims settlement data from the Internet channel to the reinsurance end, supporting whole chain linkage of primary insurance and reinsurance. The transmission of reinsurance data has improved from quarterly transmission to transmission by second.

    1. Optimizing the "Intelligent Life Insurance" platform to serve the primary life insurance customers. The intelligent underwriting engine of China Re Life ("Intelligent Life Insurance") is China's first whole-processintelligent underwriting system in the Chinese language, embodying the concept of reinsurance risk management. It is also the starting point and leverage for China Re Life to build an integrated risk control platform. Through the transmission role of "promoting business with service", it effectively integrates the customer resources from the primary insurance business and promotes the reinsurance business. Meanwhile, Intelligent Life Insurance has become an important innovation and development platform of China Re Life.
    2. Developing RuiXun platform for the insurance industry based on the artificial intelligence technology. RuiXun platform is the first one-stopinsurance and reinsurance information platform. It uses the advanced technologies of artificial intelligence in convolutional neural networks, Internet crawlers, intelligent recommendation models, etc. to quickly aggregate and automatically classify the pan-insuranceinformation of markets, industries and customer companies. Since its launch at the end of 2018, the platform has helped business staff of China Re Life to accurately grasp the dynamics of the industry and customers in a timely manner and quickly gain insights into the customer profile and demand.
  1. Upgrading the Internal Infrastructures and Information System Development
    1. With NCR as the core, we realized the platformization and internationalization of the core business system and enhanced the data quality and the management and control level. The launch of the NCR platform indicates that the core business system of China Re P&C and China Re Life has entered into a new era, and that the situation in which the core business systems of the original five business units of China Re P&C were separated has come to an end. Since its launch, the NCR platform has completed the data migration and test task for nearly 120 times and solved nearly 700 data-relatedproblems. It has performed a major inspection and amendment of historical data over the past decades, which significantly enhanced the standard and quality of the historical data. The NCR platform not only realized the integration of data of multiple operation platforms for the first time, but also met various international regulatory requirements. It provided a platform guarantee for the Group's international development strategy, as well as a "golden data source" for the subsequent construction of the unified data platform for the system of the Group.

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

  1. Improving information system development with data as the center. First, we completed the design of data management and control system. We conducted a comprehensive evaluation on the data status of the reinsurance sector, made plans on the organizational structure, system and responsibilities of the data management and control system of the reinsurance sector, standardized the enterprise data model of the reinsurance sector, and clarified the correlated relationship between data and drew the corporate "DNA" map. Second, we initiated the development of a data management middle-end platform. Using the Internet middle-endarchitecture, we gradually built the data middle-endsfor China Re P&C and China Re Life. We realized the transition of the control system, process, data standards and data models from "papers" to "platform", and we built a platform integrating data aggregation, integration, interoperability and data application, in order to "manage" and "use" the data in a good manner. Third, we started the development of a business middle-end platform. The integrated business middle-endsolves the present problems, including that the current system lacks enterprise architecture, the business operation requires many offline manual operations and the scattered storage of business documents. In 2019, starting from China Re P&C, we plan to complete the automation of the whole process of underwriting, claim settlement, billing and settlement business, eliminate cross-systemoperations, realize the correlation between business process documents and online processing of business procedures, the integration of document resources across systems and lines, the centralized storage and sharing and the unified data standards and specifications, in order to comprehensively enhance the business governance capability.
  2. Comprehensively improving the technology level of IT infrastructures. First, we built China Re Private Cloud Platform. The China Re Private Cloud Platform has established a standardized technology service platform, a unified network architecture and a complete cloud platform security management architecture. At present, by invoking the open API of the cloud platform, the business processing capability of the catastrophe platform has increased from hourly level to minute level, which brings value to construction of the application system and the business development. Second, we rebuilt the computer room of Information Technology Center. The new computer room of Information Technology Center has comprehensively improved the IT infrastructure environment, realized digital monitoring of the power environment of the computer room, rationally allocated the room space, and increased the cabinet capacity from 54 units to 95 units, providing the environmental basis for building digital infrastructures. Third, we completed the information security system construction plan and started the development of security management according to ISO/IEC 27001. The security plan further clarified the organization responsibilities, policies and objectives of the information security management and the emergency response process, and improved the security mechanism of operation and maintenance management to put forward a comprehensive set of requirements on security control, so that the Company's information security management capability was enhanced from the primary level before the project construction to the medium level.

(IV) Improving the IT Management System and Building ONE Team. First, we focused on the goal of "Digital China Re" and built "ONE team" for the information technology center. We gave full play to the professional roles of each organization at each level, i.e. "one center, four departments and ten offices" and greatly enhanced the management ability and professional level in various fields, such as project group management, software development,

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APPENDIX I REPORT ON THE PROGRESS OF IMPLEMENTATION OF "DIGITAL CHINA RE" STRATEGY

basic operation and maintenance and innovative management. Second, we redesigned the IT system, covering eight major areas including information technology strategic planning, governance, architecture, operation, projects, development/operation and maintenance of data and infrastructures, information security and innovative management. At present, the relevant systems are pending for approval and release. Third, we established ONE development management system. Combining the actual situation of the Company and the needs for the innovative track system, we developed the process and specifications for development management and customized the unified development framework with open source products and micro-service framework as the core components. Based on the development system, China Re Group gradually formed its own core research and development capabilities in designing systems for its IT, with vendors' assistance in coding. Fourth, we built ONE cooperation network. China Re Group successively signed strategic cooperation agreements with Alibaba Cloud, Zhongan Technology, 360 Enterprise Group and Sinosoft, and organized primary insurance companies and technology companies to hold four youth innovation forums, with 21 property insurance companies and 27 life insurance companies invited to jointly construct the new ecosystem for the pan-insurance industry.

Generally speaking, since the implementation of the "Digital China Re" Strategy, the scientific and technological influence of China Re Group has significantly improved, and the "China Re Paradigm" has become a benchmarking case for other insurance companies to study.

II. NEXT STEP WORKING PLAN

At present, financial industry, including the insurance industry, has entered digitalization era 2.0. Traditional insurance industry has to deal with the challenge from Internet finance. In addition, it has to undergo a new round of technology shocks. Digitalization of China Re Group must transform from digital application to genuine digitalization. In the next step, focusing on serving the national strategies, developing regional economy, serving insurance and other industries, we should continue to stick to the core idea of "converging resources, building platforms and creating eco-systems" for IT. First, we should fully combine the scenario, promote the Belt and Road initiative and extend the services of innovative platforms such as catastrophe platform, IDI platform and modern agriculture service platform. Second, we should focus on the application of blockchain, artificial intelligence, 5G and the Internet of Things in the insurance industry to facilitate the reform of the reinsurance business mode and promote the data fusion. Third, we should upgrade the internal IT infrastructures, build a data-centric application system and promote the construction of an active operation and maintenance service system. Fourth, we should combine the characteristics of traditional track and innovative track to promote the transformation of organization, mechanism and culture, promote cultural integration and build soft power for digitalization.

The digital transformation of China Re Group has entered the "deep water zone". To solve more complicated and difficult problems, China Re Group will build "soft power" with organization + mechanism, "hard power" with technology + scenario, in order to drive the digital transformation towards a new journey, effectively support the strategic fulcrums of "platform operation, technology advancement and globalization" and promote the high-quality development of China Re Group.

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APPENDIX II REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

REPORT ON THE PROGRESS DEVELOPMENT OF PROJECT HYDRANGEA

In order to implement the "13th Five-Year" development plan of the Company, China Reinsurance (Group) Co., Ltd. (hereinafter referred to as "China Re Group" or the "Group Company") participated in the bidding project for the 100% equity of Chaucer Insurance Group of the Hanover Insurance Company in the United States (hereinafter referred to as "Chaucer"). Since the consideration and approval by the general meeting of the Group Company on 29 October 2018, we have completed the merger and acquisition stages of the external disclosure, the regulatory approval and the closing of major entities, and we are carrying out the post-acquisition integration works. We now report the relevant information as follows:

  1. THE OVERALL DEVELOPMENT
    • This acquisition was the largest cross-border major business acquisition conducted by a state-owned insurance company of China. China Re Group has attached great importance and careful deployment to this project. Since the official launch of Project Hydrangea in May 2018, China Re Group has set up a team with over 60 people. With the cooperation of intermediary institutions, the team has overcome obstacles such as tight schedules, highly professional issues, complicated regulatory environments, and differences in terms of language and culture between China, the United States and Britain. After nearly one year, the closing of this acquisition was completed. As the first cross-border acquisition in the reinsurance industry of China, this project has received supports from the regulatory authorities, shareholders and other stakeholders, which contributed as an essential factor to the completion of the acquisition on schedule.
    1. Protect and Strive for the Maximum Interests of the Company During the Negotiation Stage

During the acquisition process, China Re Group strictly controlled the risks, argued strongly on just grounds, and made every effort to facilitate the merge and acquisition negotiations and finally achieved the signing of the agreements, so that the actual acquisition expenses were lower than the contract price of USD865 million as agreed in the share purchase agreement.

(II) Supports from All Parties During the Closing Stage

On 29 October 2018, at the 2018 second extraordinary general meeting of China Re Group, shareholders and authorized representatives accounting for 90.12% of the total voting shares considered the Resolution on the Acquisition of the Equity Interest of Certain Group Companies of "Chaucer" by China Reinsurance (Group) Corporation and the Transactions Contemplated Thereunder and 99.88% of the votes were cast in favor of the resolution. The shareholders have given their best support to the success promotion of this acquisition.

This acquisition involved the approvals of three regulatory authorities in China and the regulatory authorities in six countries and regions overseas. Under the prudent and efficient work of all parties, China Re Group has successfully obtained all regulatory approvals and completed the acquisition step by step according to the planned schedule.

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APPENDIX II REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

(III) Progress in the Integration Stage Was in Line with Expectations

After the signing of the agreements, under international practice, China Re Group and Chaucer signed the Memorandum of Understanding on Corporate Governance and the Memorandum of Understanding on Employee Incentives and Retention for a series of principled arrangements in terms of the post-acquisition integration work, laying an important foundation for the transformation of corporate governance structure and the stability of personnel after the merge and acquisition.

After the completion of the acquisition, the senior management of China Re Group authorized the leading group of Project Hydrangea to carry out the post-acquisition integration work. The leading group of Project Hydrangea has an integration team to carry out specific work in various aspects such as the business, finance, actuarial, legal and human resources matters. The overall idea and goal of the integration work was to ensure a smooth transition after the acquisition for the subsequent operations. With the assistance of the integration consultants, China Re Group systematically developed a "100- Day Plan" for comprehensive integration, which clearly stipulated the timetable for various work. At present, the overall staff team of Chaucer has remained stable. China Re Group has formed an overall mechanism in terms of the management of Chaucer, which is transforming to normalization operation.

With the assistance of the integration consultants, in order to strengthen the overall management of the Lloyd's platform, improve the efficiency of funds and achieve high-quality development of international business, China Re Group decided to transfer the management rights of China Re Syndicate 2088 to Chaucer and integrated Syndicate 2088 with Chaucer Syndicate 1084. At present, the two sides have achieved a smooth merger of the workplaces, an effective team integration, and a smooth transfer of business and operation.

II. THE EXTERNAL EVALUATION IS GENERALLY POSITIVE

Upon the disclosure on the transactions and the closing of the acquisition, the capital market, the public opinions from the industry and the international rating agencies all expressed positive attitudes towards this acquisition, which demonstrated the recognition and expectation from the public to this merger and acquisition conducted by China Re Group.

  1. Impact on the Capital Market

Five investment banks, including Morgan Stanley, Deutsche Bank and Bank of America Merrill Lynch, issued reports on the acquisition project of Chaucer, which all gave a neutral positive evaluation and considered that the purchase price was reasonable. From the perspective of strategic considerations, analysts believed that this acquisition was beneficial to China Re Group, which would improve its business diversification level and its international participation and was of high strategic importance to China Re Group.

(II) Summary of Domestic and Foreign Public Opinions

This merger and acquisition has attracted the attention of major media at home and abroad, such as Reuters, The Wall Street Transcript, Europa Press, Insurance Insider, Asia Insurance Review and other major overseas media; and Financial Times, Xinhuanet, China Securities Journal, Securities Times and other major media in China, which have all reported this acquisition. In general, this acquisition was reported to be involved with the Belt and Road Initiative of China in the media coverage overseas. The domestic media spoke highly of the significance of this acquisition and believed that such event was a milestone for China Re Group during the implementation of the "One- Three-Five" Strategy in accordance with its international development requirements.

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APPENDIX II REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

(III) Reports from Rating Agencies

After China Re Group officially announced the acquisition information on 13 September 2018, the international rating agencies, such as A.M. BEST and Standard & Poor, have issued reports, confirming that the ratings of China Re Group have remained stable, and they believed that this acquisition would help to improve China Re Group's market position in the Lloyd's. It is expected that China Re Group will continue to maintain its leading position in the reinsurance market of China and gradually expand its international presence to play a more important role in the international market.

  1. THE STRATEGIC VALUE OF THIS MERGER AND ACQUISITION WILL GRADUALLY SHOW ITSELF

The judgments made on the strategic value of this acquisition during the general meeting of the Group Company held on 29 October 2018 have been or are being realized in an orderly manner.

  1. Expanding the Influence in the Lloyd's Market and the Global Insurance Market

This acquisition was the largest cross-border major business acquisition by a state-owned insurance company of China. It was also the largest cross-border insurance acquisition of Chinese companies in the past three years and the first cross-border acquisition in the reinsurance industry of China. This acquisition established a typical example for the Chinese reinsurance companies in the international capital market and the international insurance industry, which made China Re Group initially a well-reputed participant in the international merger and acquisition market.

This acquisition was the first full-capital acquisition in the Lloyd's of the United Kingdom conducted by an insurance company of a developing country. After the completion of this merger and acquisition, China Re Group not only owns one of the top 10 syndicates in the Lloyd's in terms of the premium volume, but also becomes a representative member from a developing country. Such event has also become a new model of cooperation between China and the United Kingdom in the field of finance.

(II) The Market Position of China Re Group Has Been Consolidated and Enhanced

After the completion of this merger and acquisition, the premiums from the international business of P&C reinsurance sector of China Re Group increased significantly from 14% to 34% in terms of the gross written premiums at the end of 2018, and the proportion of the premiums from the international business in the gross written premiums of the Group increased to 12.9%. From the perspective of the proportion of international business in the main business of reinsurance, China Re Group has already reached the level of reinsurance companies with similar background, laying the foundation for further participation in the global market competition in the future.

This acquisition also expanded the overseas layout of China Re Group. At present, the overseas insurance operation institutions established or acquired by China Re Group have covered nine countries and regions. It is currently the most widely distributed Chinese-funded insurance company in terms of the numbers of overseas business organizations, which laid the foundation for China Re Group to expand the overseas interest insurance business of China and help serve the Belt and Road Initiative.

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APPENDIX II REPORT ON THE PROGRESS OF PROJECT HYDRANGEA

(III) It Has Made Important Contributions to the Business Performance of China Re Group

In the first half of 2019, the business situation of Chaucer was better than that of the same period of 2018, achieving gross written premiums of RMB5.552 billion, representing an increase of 9.1% over the same period of 2018; the combined ratio was 94.17%, lower than 96.4% in the same period of 2018. The merger and acquisition of Chaucer has not only enhanced the gross written premiums of the Group, but also made important contributions to important financial indicators such as the underwriting profit and the combined ROE of the Group.

(IV) Giving Play to the Strategic Synergy to Support the Development of the Insurance Industry

Chaucer is an expert of global specialty insurances and a leader in the areas of political risk and nuclear risk. It has unique professional advantages in the areas urgently required by the Belt and Road Initiative, such as the political risk, terrorism insurance, special liability risk and nuclear risk, equipped with outstanding underwriting capabilities and risk management and control capabilities. Most of the above-mentioned businesses are emerging insurance products and some of them even did not exist before, but with strong demand potentials in China. Since the completion of this merger and acquisition, China Re Group and Chaucer have cooperated in various fields to obtain gradual recognition from domestic insurance companies and potential customers of the relevant businesses.

First, in terms of nuclear risk protection, Syndicate 1176 under Chaucer is the major pricing party in the international nuclear insurance market. China Re Group is promoting the synergic cooperation between CNIP under its management and Syndicate 1176, to further enhance the ability of serving the national nuclear risk management system and the development of the nuclear power industry;

Second, in terms of political violence and terrorist risks, Chaucer has assisted China Continent Insurance, a subsidiary of China Re Group, to complete the filing of the first domestic political violence products, and to cooperate with the relevant strategic partners of China Re Group to explore business opportunities;

Third, in terms of new energy insurance, Chaucer will give full play to the underwriting capabilities and technical capabilities of Lloyd's China New Energy Insurance Community established by Syndicate 2088, and expand the scale of business and cooperation with domestic customers in this field;

Fourth, in terms of network risks, China Re Group and Chaucer have set up a special coordination working group to introduce the advanced insurance products of Chaucer in the Lloyd's market to China, and have established cooperation and communication relationship with many domestic insurance companies to promote the establishment of a whole process system for network risk insurance in line with the national conditions of China;

Fifth, in terms of insurance technology and catastrophe risk management, Chaucer has established a synergy mechanism with the China Re CRM under China Re Group to jointly research and explore the application of the blockchain technology in the reinsurance industry and explore cooperation opportunities in areas of insurance technology, artificial intelligence, big data, cloud computing, etc.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

China Reinsurance (Group) Corporation

中 國 再 保 險( 集 團 )股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1508)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

NOTICE IS HEREBY GIVEN that the 2019 second extraordinary general meeting (the "EGM") of China Reinsurance (Group) Corporation (the "Company") will be held at the meeting room on 24th Floor, China Re Building, No. 11 Jinrong Avenue, Xicheng District, Beijing, the PRC at 9:30 a.m. on Monday, 21 October 2019 for the purposes of considering, and if thought fit, approving the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the resolution on the election of Mr. Liu Xiaopeng as a non-executive director for the fourth session of the board of directors of the Company

AS REPORTING DOCUMENTS

  1. To review the report on the progress of implementation of "Digital China Re" Strategy
  2. To review the report on the progress of Project Hydrangea

By order of the Board

China Reinsurance (Group) Corporation

Yuan Linjiang

Chairman

Beijing, the PRC

6 September 2019

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

Notes:

  1. Closure of register of members and eligibility for attending and voting at the EGM
    The register of members of the Company will be closed from Saturday, 21 September 2019 to Monday, 21 October 2019, both days inclusive, during which period no transfer of shares will be effected. Holders of H shares and domestic shares whose names appear on the register of members of the Company on Monday, 21 October 2019 shall be entitled to attend and vote at the EGM. For unregistered holders of H Shares of the Company who intend to attend the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 20 September 2019 for registration.
  2. Proxy
    A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent the relevant shareholder. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised. In order to be valid, the proxy form together with the notarised power of attorney or other authorisation document (if any) must be deposited at 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 holders of H shares not less than 24 hours before the time fixed for the holding of the EGM (i.e. before 9:30 a.m. on Sunday, 20 October 2019) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he so wishes.
  3. Reply slip
    Holders of H shares of the Company who intend to attend the EGM in person or by proxy should deposit the reply slip at 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 respectively on or before Monday, 30 September 2019 by hand, by post or by fax.
  4. Voting by poll
    According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in this notice of EGM will be voted on by way of poll. Results of the poll voting will be published on the website of the Company (www.chinare.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) in accordance with the Listing Rules.
  5. Other business
    The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (and any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

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China Reinsurance (Group) Corporation published this content on 05 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2019 08:56:09 UTC