中國太平洋保險(集團)股份有限公司

CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

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

(Stock Code: 02601)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT

THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY,

21 AUGUST 2020

Number of shares to which

this form of proxy relates(Note 1)

I/We (Note 2)

of

being the registered holder(s) of

H shares (Note 3)

of China Pacific Insurance (Group) Co., Ltd. (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING

or (Note 4)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting for the year 2020 (the "EGM") of the Company to be held in Hotel Sofitel, Xining, Qinghai, the People's Republic of China on Friday, 21 August 2020 at 1:30 p.m. and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM, and, if no such indications is given, as my/our proxy thinks fit.

No.

Special Resolutions

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1.

To consider and approve the proposed amendments to the Articles of

Association of the Company in the manner stipulated in the section

entitled "2. Proposed Amendments to the Articles of Association" as set

out in the circular of the Company dated 28 July 2020 and to authorize

the chairman of the Company or his authorized person to make such

revisions to the proposed amendments to the Articles of Association

as he/she deems necessary and appropriate in accordance with the

requirements of regulatory authorities during the Company's approval

process for the proposed amendments to the Articles of Association.

2.

To consider and approve the proposal for the establishment of CPIC

Fintech Co., Ltd.

No.

Ordinary Resolution

For(Note 5)

Against(Note 5)

Abstain(Note 5)

3.

To consider and approve the proposal for the election of Directors of the 9th Board of the Company

3.1

To consider and approve the election of Mr. CHEN Ran as Non-

executive Director of the 9th Board of the Company

3.2

To consider and approve the election of Mr. John Robert DACEY as Non-

executive Director of the 9th Board of the Company

3.3

To consider and approve the election of Ms. LIANG Hong as Non-

executive Director of the 9th Board of the Company

Date:

2020

Signature(Note 6) :

Notes:

  1. Please insert the number of shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of shares inserted. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
  2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in BLOCK LETTERS.
  3. Please insert the number of shares registered in your name(s).
  4. If any proxy other than the chairman of the EGM is preferred, delete the words "the Chairman of the Meeting or" and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.
  5. Important: if you wish to vote for any resolution, please tick in the box marked "for" or insert the number of share(s) you hold. If you wish to vote against any resolution, please tick in the box marked "against" or insert the number of share(s) you hold. If you wish to abstain for vote, please tick in the box marked "abstain" or insert the number of share(s) you hold. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM. The shares abstained will be counted in the calculation of the required majority.
  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a company or an institution, must either be executed under seal or under the hand of a director thereof or an attorney duly authorized or other persons to sign the same. In case of joint holders of shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.
  7. To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the purpose of holders of H shares of the Company) not less than 24 hours before the time for holding the EGM (i.e., no later than 1:30 p.m. on Thursday, 20 August 2020) or the time appointed for voting by poll.
  8. Where there are joint holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights in a poll.
  9. You are reminded that completion and return of the form of proxy will not preclude them from attending and voting in person at the EGM or any adjournment thereof if you so wish.

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China Pacific Insurance (Group) Co. Ltd. published this content on 28 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 11:45:10 UTC