PICC Property and Casualty : BUSINESS OF THE ANNUAL GENERAL MEETING AND NOTICE OF ANNUAL GENERAL MEETING

April 30, 2021 at 05:32 am EDT

THIS DOCUMENT 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, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in PICC Property and Casualty Company Limited, you should at once hand this circular, the accompanying proxy form and reply slip to the purchaser or the transferee or to the bank, licensed securities dealer 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.

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

(Stock Code: 2328)

BUSINESS OF THE ANNUAL GENERAL MEETING

AND

NOTICE OF ANNUAL GENERAL MEETING

The AGM of PICC Property and Casualty Company Limited will be held at PICC Building, No. 88 Xichang'an Street, Xicheng District, Beijing, the PRC on 18 June 2021 (Friday) at 10:30 a.m. The notice of AGM is set out on pages 50 to 52 of this circular.

If you intend to appoint a proxy to attend the AGM, 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 AGM or any adjournment thereof (as the case may be). If you intend to attend the AGM 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 29 May 2021 (Saturday). Completion and return of a proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

3 May 2021

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
BUSINESS TO BE CONSIDERED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	-	BUSINESS OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . .	6
APPENDIX II	-	PROFILE OF THE PROPOSED DIRECTOR . . . . . . . . . . . . . . . . . . .	12
APPENDIX III -	PROPOSED AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX IV -	PROPOSED AMENDMENTS TO THE PROCEDURAL
		RULES FOR THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . .	31
APPENDIX V	-	PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS
		FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
APPENDIX VI -	PERFORMANCE REPORT OF THE DIRECTORS FOR 2020 . . . . . . .	43
APPENDIX VII - REPORT ON THE IMPLEMENTATION OF RELATED PARTY
		TRANSACTIONS FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at PICC
	Building, No. 88 Xichang'an Street, Xicheng District, Beijing, the
	PRC on 18 June 2021 (Friday) at 10:30 a.m.
"Articles of Association"	the articles of association of the Company, as amended from time
	to time
"Audit Committee"	the audit committee of the Company
"Board" or "Board of Directors"	the board of directors of the Company
"CBIRC"	China Banking and Insurance Regulatory Commission
"Company"	PICC Property and Casualty Company Limited, a joint stock
	limited company incorporated in the PRC with limited liability,
	whose H Shares are listed on the Hong Kong Stock Exchange
"Company Law"	the Company Law of the PRC
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	the ordinary share(s) in the share capital of the Company with a
	nominal value of RMB1.00 each, which is/are subscribed for in
	RMB
"Final Dividends"	the final dividends proposed to be distributed of RMB0.375 per
	Share (inclusive of applicable tax) for the year ended 31 December
	2020
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"H Share(s)"	the ordinary share(s) in the share capital of the Company with a
	nominal value of RMB1.00 each, which is/are listed on the Main
	Board of the Hong Kong Stock Exchange and subscribed for in
	HK$

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	DEFINITIONS
"Independent Director(s)" or	independent non-executive directors(s) of the Company
"Independent Non-executive
Directors(s)"
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended, supplemented or
	otherwise modified from time to time
"Macao"	the Macao Special Administrative Region of the PRC
"Ministry of Finance"	the Ministry of Finance of the PRC
"Overseas"	regions outside of the PRC
"PRC"	the People's Republic of China, excluding, for the purposes of this
	circular only, Hong Kong, Macao and Taiwan
"Procedural Rules for the Board of	the Procedural Rules for the Board of Directors of the Company, as
Directors"	amended from time to time
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	the ordinary share(s) in the share capital of the Company with a
	nominal value of RMB1.00 each
"Shareholder(s)"	holder(s) of the Share(s)
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"Tax Measures"	the Notice of the State Taxation Administration Concerning the
	Issue of the Administrative Measures on Preferential Treatment
	Entitled by Non-residents under Tax Treaties (No. 60, 2015, Notice
	of the State Taxation Administration)
"%"	per cent

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LETTER FROM THE BOARD

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

	(Stock Code: 2328)
Board of Directors:	Registered office:
Chairman:	Tower 2, No. 2 Jianguomenwai Avenue
Luo Xi, Non-executive Director	Chaoyang District
	Beijing 100022
Executive Directors:	the PRC
Xie Yiqun
Jiang Caishi, Executive Vice President	Place of business in Hong Kong:
	15th Floor
Non-executive Director:	Guangdong Investment Tower
Li Tao	148 Connaught Road Central
	Central
Independent Non-executive Directors:	Hong Kong
Lin Hanchuan
Lo Chung Hing (SBS)
Ma Yusheng
Chu Bende
Qu Xiaohui
	3 May 2021
To the Shareholders
Dear Sir or Madam,

BUSINESS OF THE ANNUAL GENERAL MEETING

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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

The Performance Report of the Directors for 2020 and the Report on the Implementation of Related Party Transactions for 2020 will be tabled at the AGM as reporting documents for Shareholders' review.

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LETTER FROM THE BOARD

BUSINESS TO BE CONSIDERED AT THE AGM

The business to be transacted at the AGM are set out in the notice of AGM on pages 50 to 52 of this circular.

This circular also provides detailed information on the business of the AGM (see Appendix I), the profile of proposed director (see Appendix II), the proposed amendments to the Articles of Association (see Appendix III), the proposed amendments to the Procedural Rules for the Board of Directors (see Appendix IV), the full text of the Performance Report of the Independent Directors for 2020 (see Appendix V), the Performance Report of the Directors for 2020 (see Appendix VI) and the Report on the Implementation of Related Party Transactions for 2020 (see Appendix VII).

ANNUAL GENERAL MEETING

The notice of AGM is set out on pages 50 to 52 of this circular.

The proxy form and the reply slip for the AGM are enclosed. Shareholders who intend to appoint a proxy to attend the AGM shall 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 AGM or any adjournment thereof (as the case may be). Shareholders who intend to attend the AGM in person or by proxy shall complete and return the accompanying reply slip in accordance with the instructions printed thereon on or before 29 May 2021 (Saturday). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof if he so wishes.

Pursuant to the Articles of Association, any vote of Shareholders at a shareholders' general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from 19 May 2021 (Wednesday) to 18 June 2021 (Friday), both days inclusive. Holders of H Shares and Domestic Shares whose names appear on the register of members of the Company on 18 June 2021 (Friday) are entitled to attend and vote at this meeting. In order for holders of H Shares of the Company to qualify for attending and voting at this meeting, all transfer documents accompanied by the relevant H 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 18 May 2021 (Tuesday) for registration.

If the profit distribution plan for 2020 is approved, the final dividend will be paid around 29 July 2021 to the shareholders whose names appear on the share register of members of the Company on 30 June 2021 (Wednesday). In order to determine the list of Shareholders who are entitled to the Final Dividends, the register of members of the Company will be closed from 25 June 2021 (Friday) to 30 June 2021 (Wednesday), both days inclusive. Holders of H Shares and Domestic Shares whose names appear on the register of members of the Company on 30 June 2021 (Wednesday) are entitled to the Final Dividends. In

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LETTER FROM THE BOARD

order for holders of H Shares of the Company to qualify for the Final Dividends, all transfer documents accompanied by the relevant H 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 24 June 2021 (Thursday) for registration.

RECOMMENDATION

The Directors consider that all the proposed resolutions set out in the notice of AGM for consideration and approval by Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

PICC Property and Casualty Company Limited

Zou Zhihong

Secretary of the Board

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

1. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

At the AGM, a resolution will be proposed to appoint Mr. Yu Ze as an executive Director with the term of office, upon approval at the general meeting, commencing from the date of obtaining approval for his Director qualification from the CBIRC and ending upon the expiry of the term of appointment of the 5th session of the Board of the Company.

The profile of Mr. Yu Ze is set out in Appendix II to this circular.

2. TO CONSIDER AND APPROVE THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to relevant law, regulations, requirements of regulatory rules in the PRC and taking into consideration of the actual situation of the Company, it is proposed to amend the existing Articles of Associations. Details of the proposed amendments to the Articles of Associations are set out in Appendix III to this circular.

The proposed amendments to the Articles of Association shall become effective subject to the approval by the CBIRC after the AGM.

3. TO CONSIDER AND APPROVE THE PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS

According to relevant law, regulations, requirements of regulatory rules in the PRC and taking into consideration of the actual situation of the Company, it is proposed to amend the existing Procedural Rules for the Board of Directors. Details of the proposed amendments to the Procedural Rules for the Board of Directors are set out in Appendix IV to this circular.

4. TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF DIRECTORS, THE REPORT OF THE SUPERVISORY COMMITTEE, THE AUDITED FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR 2020

The Report of the Board of Directors for 2020, the Report of the Supervisory Committee for 2020 as well as the audited financial statements and the Auditor's Report for the year ended 31 December 2020 of the Company have been contained in the Company's 2020 Annual Report. This Annual Report was despatched to the Shareholders on 31 March 2021.

5. TO CONSIDER AND APPROVE THE DIRECTORS' FEES AND SUPERVISORS' FEES FOR 2021

The Board of Directors proposed that for 2021, the Director's fee for each Independent Non-executive Director be HK$200,000 (after tax) or an equivalent amount in RMB. The other Directors will not receive Directors' fees for 2021.

It is proposed that for 2021, the Supervisor's fee for each Independent Supervisor be HK$200,000 (after tax) or an equivalent amount in RMB. The other Supervisors will not receive Supervisors' fees for 2021.

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

6. TO CONSIDER AND APPROVE THE PROFIT DISTRIBUTION PLAN FOR 2020

The profit distribution plan of the Company for 2020 is as follows:

Pursuant to the relevant requirements of the Company Law and the Ministry of Finance, based on the audited profit after tax of the Company for the year 2020 of RMB21,108,209,696.48 according to the PRC Accounting Standards for Business Enterprise, among which RMB2,110,820,969.65 be appropriated to the statutory surplus reserve, another RMB2,110,820,969.65 be appropriated to the general risk reserve of the Company, each representing 10% of the profit, and RMB640,775,141.72 be appropriated to the severe catastrophe risk profit reserve.
To further promote the market influence of the Company, strengthen confidence of investors in the Company and share profits with Shareholders, the Company proposed to pay, on the basis of total share capital of 22,242,765,303 as of 31 December 2020, a cash final dividend of RMB0.375 per Share (inclusive of applicable tax) to Shareholders whose names appear on the register of members of the Company, with a total distribution amount of RMB8,341,036,988.63, representing approximately 40.04% of the net profit.

The solvency of the Company remains adequate after the abovementioned distribution, which meets the relevant regulatory requirements of the PRC.

Withholding and Payment of Final Dividend Income Tax

Final Dividend Income Tax Applicable to Overseas Shareholders

Withholding and Payment of Enterprise Income Tax on behalf of Overseas Non-Resident Enterprise Shareholders

Pursuant to the applicable provisions of the Enterprise Income Tax Law of the PRC 《( 中華人民共和國企業所得稅法》) and its implementing rules and the requirements under the Notice on the Issues Concerning Withholding and Payment of the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Who Are Overseas Non-residentEnterprises (Guo Shui Han [2008] No. 897) issued by the State Taxation Administration (國家稅務總局《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》 (國稅函[2008]897號)), the Company will withhold and pay enterprise income tax at the rate of 10% when it distributes the Final Dividends to overseas non-resident enterprise Shareholders (including any H Shares of the Company registered in the name of HKSCC Nominees Limited, but excluding any H Shares of the Company registered in the name of HKSCC Nominees Limited which are held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder on behalf of investors who invest in H Shares of the Company through China-Hong Kong Stock Connect). The non-resident enterprise Shareholders may, on their own or through an authorised agent, apply to the competent tax authorities of the Company to enjoy the tax preferential treatments under the tax treaty (arrangement) by providing information of them being the actual beneficiaries of the tax treaty (arrangement).

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

Withholding and Payment of Individual Income Tax on behalf of Overseas Individual Shareholders

Pursuant to the applicable provisions of the Individual Income Tax Law of the PRC 《( 中華人民共和國個人所得稅法》) and its implementing rules, the Tax Measures, the Notice of the State Taxation

Administration on Issues Concerning the Administration of Individual Income Tax Collection after the Annulment of Document Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) 《( 國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》 (國稅函[2011]348號)) and other

relevant laws and regulations and requirements under normative documents, the Company's overseas individual Shareholders may enjoy the relevant tax concessions in accordance with the provisions of the tax treaty entered into between the country (region) where such Shareholders are domiciled and the PRC, and the tax arrangements between the mainland of the PRC, Hong Kong and Macao. The Company will implement the following arrangements in relation to the withholding and payment of individual income tax on behalf of the overseas individual H Shareholders:

For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty or tax arrangement with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of these individual H Shareholders in the distribution of the Final Dividends;
For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of these individual H Shareholders in the distribution of the Final Dividends. If relevant individual H Shareholders would like to apply for a refund of the excess amount of tax withheld and paid, the Company can handle, on their behalf, the applications for tax preferential treatments under relevant tax treaties according to the Tax Measures. Qualified Shareholders please submit in time a letter of entrustment and all application materials as required under the Tax Measures to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, and the Company will then submit the above documents to the competent tax authorities for their examination. If and when approved, the Company will assist in refunding the excess amount of tax withheld and paid;
For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty on behalf of these individual H Shareholders in the distribution of the Final Dividends; and
For individual H Shareholders whose country (region) of domicile is a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of these individual H Shareholders in the distribution of the Final Dividends.

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

Final Dividend Income Tax Applicable to Shareholders in Mainland China Investing in H Shares of the

Company Through China-Hong Kong Stock Connect

Withholding and Payment of Individual Income Tax on behalf of Domestic Individual Shareholders Investing through China-Hong Kong Stock Connect

Pursuant to the Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program (Cai Shui [2014] No. 81) 《( 關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號))

and the Notice on Tax Policies for Shenzhen-Hong Kong Stock Connect Pilot Program (Cai Shui [2016] No.

《( 關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for domestic individual Shareholders who invest in H Shares of the Company through China-HongKong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the Final Dividends. For domestic Shareholders who are securities investment funds investing in H Shares of the Company through China-HongKong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the Final Dividends.

No Withholding and Payment of Enterprise Income Tax on behalf of Domestic Enterprise Shareholders Investing through China-Hong Kong Stock Connect

Pursuant to the Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program (Cai Shui [2014] No. 81) 《( 關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81

號)) and the Notice on Tax Policies for Shenzhen-HongKong Stock Connect Pilot Program (Cai Shui [2016] No. 127) 《( 關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》 (財稅[2016]127號)), for

domestic enterprise Shareholders who invest in H Shares of the Company through China-Hong Kong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will not withhold or pay enterprise income tax on their behalf in the distribution of the Final Dividends, and the domestic enterprise Shareholders shall report and pay the relevant taxes payable by themselves. Any dividend received in respect of H Shares of the Company which have been continuously held by a domestic enterprise Shareholder for 12 months shall be exempted from enterprise income tax.

H Shareholders of the Company are recommended to consult their own tax advisers on the relevant tax impact in China, Hong Kong and other countries (regions) on the possession and disposal of H Shares of the Company.

7. TO CONSIDER AND APPROVE THE ISSUE OF CAPITAL SUPPLEMENTARY BONDS

The Board has considered and approved the issue of a 10-year capital supplementary bonds in one or more tranche(s) in an aggregate amount of RMB15 billion by the Company within 12 months from the date of approval by the Shareholders' general meeting. The Board submits the resolution to the AGM for obtaining the approval of the issue of capital supplementary bonds and giving the Board authorisation to delegate the management of the Company to determine and implement a detailed plan for the issue of capital supplementary bonds after taking into account the market conditions and all other relevant factors. Proceeds from the capital supplementary bonds will be used for supplementing the capital and raising the solvency

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

margin of the Company (the solvency margin adequacy rates of the Company of the 4 quarters for 2020 are respectively 300.51%, 305.91%, 299.31% and 288.82%). After conscientiously considering various proposals to meet the capital and solvency margin needs of the Company and taking into account the current interest rate environment, among others, the Board considers the issue of capital supplementary bonds as the most appropriate proposal. The Board believes that the issue of capital supplementary bonds will provide adequate capital for the Company's rapid business development and be beneficial to maintain the solvency margin of the Company at a relatively stable level and save interest expenses, etc.

The issue of capital supplementary bonds is subject to the approvals of the CBIRC and other relevant governing authorities.

8. TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR

According to the Administrative Measures on the appointment of auditing firm for State-owned Financial Enterprises (Cai Jin [2020] No.6) issued by the Ministry of Finance 《( 國有金融企業選聘會計師事務所管理辦法》(財金[2020]6號)), the consecutive term of office of the same auditing firm appointed by

financial enterprises shall be no longer than 8 years. The consecutive terms of office of the domestic auditor and international auditor of the Company, respectively Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP, have arrived the upper limit. In this connection, the Company conducted a bidding process for the selection of new auditors in accordance with the above-mentioned regulations. According to the Articles of Association and working requirements of auditing task for the year 2021, based on the results of the selection and on the recommendation of the Audit Committee of the Company, it is proposed to appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the international auditor and the domestic auditor of the Company respectively for the year 2021 to hold office until the conclusion of the next annual general meeting, and to authorize the Board of Directors to fix their remuneration.

Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP, the current auditors of the Company, will retire at the conclusion of the AGM. They have confirmed that there are no matters in connection with their non-reappointment that need to be brought to the attention of the Shareholders. The Board has also confirmed that there are no matters in connection with the change of auditors that need to be brought to the attention of the Shareholders.

9. TO CONSIDER AND APPROVE THE PERFORMANCE REPORT AND THE PERFORMANCE EVALUATION RESULTS OF THE INDEPENDENT DIRECTORS FOR 2020

Pursuant to the requirements of the Administrative Measures on Independent Directors of Insurance Organisations (Yin Bao Jian Fa [2018] No.35), the board of directors of an insurance organisation is responsible for evaluating the performance of independent directors, the preliminary performance evaluation results of independent directors formed by the board of directors shall be submitted to shareholders' general meeting for consideration. Taking into account the Performance Report of the Independent Directors for 2020 and the performance of Independent Directors, it is proposed that the performance evaluation results for 2020 of the 5 Independent Directors, namely Mr. Lin Hanchuan, Mr. Lo Chung Hing, Mr. Ma Yusheng, Mr. Chu Bende and Ms. Qu Xiaohui, all be rated as "Excellent". The Performance Report of the Independent Directors for 2020 is set out in Appendix V to this circular.

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APPENDIX I

BUSINESS OF THE ANNUAL GENERAL MEETING

10. TO REVIEW THE PERFORMANCE REPORT OF THE DIRECTORS FOR 2020

Pursuant to the requirements of the Guidelines on the Operation of the Board of Directors of Insurance Companies (Bao Jian Fa [2008] No.58), directors shall report to shareholders' general meeting in respect of the performance of their duties for 2020. The Performance Report of the Directors for 2020 will be tabled at the AGM for Shareholders' review but Shareholders' approval is not required. This report is set out in Appendix VI to this circular for Shareholders' information. The work accomplished by the Directors in 2020 has been set out in the "Corporate Governance Report" section of the Company's 2020 Annual Report.

11. TO REVIEW THE REPORT ON THE IMPLEMENTATION OF RELATED PARTY TRANSACTIONS FOR 2020

Pursuant to the requirements of the Articles of Association, the Board of Directors shall report to Shareholders' general meeting in respect of the status of related party transactions and implementation of the related party transactions management system of the Company for 2020. The report on the implementation of related party transactions for 2020 will be tabled at the AGM for Shareholders' review but Shareholders' approval is not required. This report is set out in Appendix VII to this circular for Shareholders' information.

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APPENDIX II

PROFILE OF THE PROPOSED DIRECTOR

The profile of Mr. Yu Ze is set out below:

Yu Ze, aged 49, a university graduate, the Secretary of the Party Committee of the Company. Mr. Yu joined PICC in July 1994 and worked until July 2003. From July 2003 to October 2006, Mr. Yu served in the Company and was the Deputy General Manager of the Motor Vehicle Insurance Department of Tianjin Branch of the Company. He worked at The Tai Ping Insurance Company Limited (Taiping General Insurance Co., Ltd.) from October 2006 to December 2019 and served as the General Manager of the Tianjin Branch in February 2007, Marketing Director in May 2009, Assistant General Manager in April 2010, Deputy General Manager in October 2012, Deputy General Manager (in charge) in October 2015, and the General Manager in September 2016. He also served as a Director of Taiping Reinsurance Brokers Limited, the Chairman of Taiping Science and Technology Insurance Co., Ltd., Director of Taiping-Starr Holdings, LLC and Director of Taiping-Starr Insurance Agency, Inc. Mr. Yu was appointed as the Vice President of The People's Insurance Company (Group) of China Limited* since December 2019 and he was appointed as the Responsible Compliance Officer and Chief Risk Officer since April 2020. Mr. Yu also served as the Chairman of PICC Investment Holding Company Limited from April 2020 to March 2021 and a Non- executive Director and the Chairman of PICC Financial Services Company Limited since December 2020. Mr. Yu has served as an Executive Director of China Foreign Trade Council since September 2019. Mr. Yu graduated from Nankai University in July 1994 with a bachelor's degree in Economics. Mr. Yu has 27 years of substantial experience in operation and management in the PRC insurance industry.

This company is listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange.

Save as disclosed above, Mr. Yu Ze does not hold any positions within the Company and its subsidiaries. Mr. Yu Ze is not currently on the payroll of the Company.

Save as disclosed above, Mr. Yu Ze is not connected with the Directors, Supervisors, senior management, substantial or controlling shareholder of the Company. Mr. Yu Ze does not hold any interest in the shares of the Company 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. Yu Ze has not held any directorships in other listed public companies in the last three years. There is no information in relation to Mr. Yu Ze which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there other matters in relation to the appointment of Mr. Yu Ze that need to be brought to the attention of the Shareholders.

- 12 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

The full text of the proposed amendments to the Articles of Association is set out below. The English version of the proposed amendments is a translation for reference only. In case of discrepancy between the Chinese and English versions, the Chinese version shall prevail.

to authorise other personnel of the (iv) to authorise other personnel of the

	Company to exercise the relevant		Company to exercise the relevant
	functions and powers of the legal		functions and powers of the legal
	representative;		representative;
(v)	to exercise other functions and powers	(v)	to exercise other functions and powers
	granted under the laws and regulations and		granted under the laws and regulations and
	regulatory requirements of the State.		regulatory requirements of the State.

ARTICLE 34: Transfer by the shareholders of	ARTICLE 34: Transfer by the shareholders of
the shares held by them in the Company shall be	the shares held by them in the Company shall be
subject to the restriction on transfer for the	subject to the restriction on transfer for the
periods prescribed by the relevant provisions of	periods prescribed by the relevant provisions of
the laws and regulations and the regulatory	the laws and regulations and the regulatory
authorities.	authorities.

- 13 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
			ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

The shares held by the promotor in the Company	The shares held by the promotor in the Company
are not transferable within one (1) year	are not transferable within one (1) year
commencing from the date of the establishment	commencing from the date of the establishment
of the Company. The shares of the Company	of the Company. The shares of the Company
issued prior to the initial public offering of the	issued prior to the initial public offering of the
Company are not transferable within one (1) year	Company are not transferable within one (1) year
commencing from the listing date of the shares of	commencing from the listing date of the shares of
the Company on the stock exchange.	the Company on the stock exchange. When a
		Shareholder transfers his shares, other
Directors, supervisors, the president and other	Shareholders have no pre-emptive right to
members of senior management shall report the	purchase the shares to be transferred.
shares that they hold and the changes in their
shareholdings to the Company. During the term	Directors, supervisors, the president and other
of office, the shares to be transferred by any of	members of senior management shall report the
them in each year shall not exceed twenty-five	shares that they hold and the changes in their
(25) per cent. of their respective total	shareholdings to the Company. During the term
shareholding in the Company, and the shares of	of office, the shares to be transferred by any of
the Company held by the aforesaid persons are	them in each year shall not exceed twenty-five
not transferable within one (1) year commencing	(25) per cent. of their respective total
from the listing date of the shares of the	shareholding in the Company, and the shares of
Company. Where any of the aforesaid persons	the Company held by the aforesaid persons are
ceases to hold such positions, he shall not be	not transferable within one (1) year commencing
allowed to transfer his shares in the Company	from the listing date of the shares of the
until a half year after the cessation.	Company. Where any of the aforesaid persons
		ceases to hold such positions, he shall not be
		allowed to transfer his shares in the Company
		until a half year after the cessation.

ARTICLE 56: Except for the circumstances as	ARTICLE 56: Except for the circumstances as
permitted by laws and regulations, regulatory	permitted by laws and regulations, regulatory
provisions or the exchange of the place where the	provisions or the exchange of the place where the
Company is listed, the ordinary shareholders of	Company is listed, the ordinary shareholders of
the Company shall assume the following	the Company shall assume the following
obligations:	obligations:
(i)	to abide by laws and regulations,	(i)	to abide by laws and regulations,
	regulatory provisions and the Articles of		regulatory provisions and the Articles of
	Association;		Association;
(ii) to pay subscription monies according to	(ii) to pay subscription monies according to
	the number of shares subscribed for and		the number of shares subscribed for and
	the method of subscription;		the method of subscription;

- 14 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

to procure that their share capital (iii) to procure that their share capital

contributions and shareholdings shall	contributions and shareholdings shall
comply with regulatory provisions and	comply with regulatory provisions and
not to hold any shares by proxy or	not to hold any shares by proxy or
beyond shareholding proportions;	beyond shareholding proportions;

not to withdraw any shares except as (iv) not to withdraw any shares except as

	permitted by laws and regulations or		permitted by laws and regulations or
	regulatory provisions;		regulatory provisions;
(v)	to be liable to the Company to the extent	(v)	to be liable to the Company to the extent
	of the shares they subscribe for;		of the shares they subscribe for;
(vi)	not to abuse their rights as shareholders to	(vi)	not to abuse their rights as shareholders to
	prejudice the interests of the Company or		prejudice the interests of the Company or
	other shareholders;		other shareholders;

not to abuse the Company's independent (vii) not to abuse the Company's independent

	status as a legal person and their limited		status as a legal person and their limited
	liability as shareholders to prejudice the		liability as shareholders to prejudice the
	interests of the Company's creditors;		interests of the Company's creditors;
(viii)	to support to improve the Company's	(viii)	to support to improve the Company's
	solvency when the solvency of the		solvency when the solvency of the
	Company fails to meet regulatory		Company fails to meet regulatory
	requirements;		requirements;
(ix)	to submit a written report to the Company	(ix)	to submit a written report to the Company
	within five (5) working days after		within five (5) working days after
	formation of a related party relationship		formation of a related party relationship
	between shareholders holding five (5) per		between shareholders holding five (5) per
	cent. or more of the shares in the		cent. or more of the shares in the
	Company;		Company;

- 15 -

APPENDIX III			PROPOSED AMENDMENTS TO THE
					ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(x)	shareholders holding five (5) per cent. or	(x)	shareholders holding five (5) per cent. or
	more of the shares in the Company shall		more of the shares in the Company shall
	truthfully inform the Company of the		truthfully inform the Company of the
	status of their controlling shareholders		status of their controlling shareholders
	and de facto	controllers and	to inform		and de facto	controllers and	to inform
	the Company of any change in their		the Company of any change in their
	controlling shareholders and de facto		controlling shareholders and de facto
	controllers as	well as the status of the		controllers as	well as the status of the
	r e l a t e d p a r t i e s a n d r e l a t e d p a r t y		r e l a t e d p a r t i e s a n d r e l a t e d p a r t y
	relationship within five (5) working days		relationship within five (5) working days
	after the change, and comply with the		after the change, and comply with the
	procedures set out under regulatory		procedures set out under regulatory
	provisions;				provisions;
(xi)	where there is any litigation, arbitration,	(xi)	where there is any litigation, arbitration,
	pledge or release of pledge involving the		pledge or release of pledge involving the
	shares in the Company held by the		shares in the Company held by the
	shareholders holding five (5) per cent. or		shareholders holding five (5) per cent. or
	more of the shares in the Company, they		more of the shares in the Company, they
	must notify the Company in writing within		must notify the Company in writing within
	fifteen (15) working days after the		fifteen (15) working days after the
	occurrence of the aforesaid events and		occurrence of the aforesaid events and
	cooperate with the Company to fulfil the		cooperate with the Company to fulfil the
	information disclosure obligations. The		information disclosure obligations. The
	Company must notify other shareholders		Company must notify other shareholders
	of the relevant details in a timely manner;		of the relevant details in a timely manner;
(xii)	shareholders holding five (5) per cent. or	(xii)	shareholders holding five (5) per cent. or
	more of the shares in the Company shall		more of the shares in the Company shall
	notify the Company in writing of any		notify the Company in writing of any
	occurrence of the merger, division,		occurrence of the merger, division,
	dissolution,	bankruptcy,	shutdown,		dissolution,	bankruptcy,	shutdown,
	takeover and other significant matters of		takeover and other significant matters of
	them or any change in their legal		them or any change in their legal
	representatives,	corporate names, places		representatives,	corporate names, places
	of business, scopes of business and other		of business, scopes of business and other
	significant matters, within fifteen (15)		significant matters, within fifteen (15)
	working days of the aforesaid occurrence		working days of the aforesaid occurrence
	or change;				or change;

- 16 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

(xiii) to obey and carry out the related	(xiii) to obey and carry out the related
resolutions of the shareholders' general	resolutions of the shareholders' general
meeting;	meeting;
(xiv) to cooperate with the regulators in	(xiv) to cooperate with the regulators in
carrying out any investigation and risk	carrying out any investigation and risk
handling in the event of occurrence of any	handling in the event of occurrence of any
risk event involving the Company or any	risk event involving the Company or any
major violation of regulations by the	major violation of regulations by the
Company;	Company;

for the shareholders who pledge their (xv) for the shareholders who pledge their

shares in the Company, not to prejudice		shares in the Company, not to prejudice
the interests of other shareholders and the		the interests of other shareholders and the
Company and not to agree to the pledgee		Company and not to agree to the pledgee
or its related parties exercising the		or its related parties exercising the
shareholders' voting rights;		shareholders' voting rights;
(xvi) other obligations imposed by laws and	(xvi)	other obligations imposed by laws and
regulations, regulatory provisions and the		regulations, regulatory provisions and the
Articles of Association.		Articles of Association.
Shareholders are not liable to make any further	Shareholders are not liable to make any further
contribution to the share capital other than as	contribution to the share capital other than as
agreed by the subscriber of the relevant shares on	agreed by the subscriber of the relevant shares on
subscription.	subscription.
	In any of the following circumstances where
	the investment or shareholding of the
	shareholder is in violation of laws,
	regulations and relevant regulatory
	requirements, the Shareholder involved shall
	be prohibited from attending the shareholders'
	General Meeting, exercising voting rights,
	proposal rights, dividend rights, nomination
	rights and other shareholders' rights and shall
	undertake to accept any regulatory penalty
	imposed by the CBIRC, including measures of
	restraining shareholder rights and ordering
	transfer of shares:
	(1)	any change of shareholder were not
		approved by or filed with the CBIRC;

- 17 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
			ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

		(2)	any change of the de facto controller of
			the shareholder were not approved by
			or filed with the CBIRC;
		(3)	the shareholder entrusts others or
			agrees to be entrusted by others to
			hold shares of the Company;
		(4)	the shareholder controls equity interests
			in a disguised form by accepting proxy
			voting or transferring any right to
			yields;
		(5)	direct or indirect self-capital injection
			or false capital increase by using
			insurance funds;
		(6)	o t h e r	c a p i t a l c o n t r i b u t i o n o r
			shareholding not in compliance with
			regulatory requirements.

ARTICLE 116: The Company shall have a	ARTICLE 116: The Company shall have a board
board of directors. The board of directors shall	of directors. The board of directors shall consist
consist of thirteen (13) members, of whom four	of thirteen (13) members, of whom four (4)
(4) members are executive directors, three (3)	members are executive directors, three (3)
members are non-executive directors (that is,	members are non-executive directors (that is,
external directors) and six (6) members are	external directors) and six (6) members are
independent directors. The board of directors	independent directors. The board of directors
shall have one (1) chairman and one (1) vice-	shall have one (1) chairman and may haveone
chairman. The chairman and the vice-chairman of	(1) vice-chairman. The chairman and the vice-
the board of directors shall be elected and	chairman of the board of directors shall be
removed by the board of directors with the	elected and removed by the board of directors
affirmative votes of more than half of all of the	with the affirmative votes of more than half of all
directors.	of the directors.

ARTICLE 119: The board of directors is	ARTICLE 119: The board of directors is
responsible to the shareholders' general	responsible to the shareholders' general
meeting, and exercises the following functions	meeting, and exercises the following functions
and powers:	and powers:
(i)	t o b e r e s p o n s i b l e f o r c o n v e n i n g	(i)	t o b e	r e s p o n s i b l e f o r c o n v e n i n g
	shareholders' general meetings and to		shareholders' general meetings and to
	report on its work to the shareholders'		report on its work to the shareholders'
	general meeting;		general meeting;

- 18 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

(ii) to implement the resolutions of the	(ii) to implement the resolutions of the
shareholders' general meetings;	shareholders' general meetings;

to decide on the Company's annual (iii) to decide on the Company's annual

business plans and annual investment	business plans and annual investment
plans;	plans;

to formulate the Company's annual (iv) to formulate the Company's annual

	financial budgets and final accounts;	financial budgets and final accounts;
(v)	to formulate the Company's plans for (v)	to formulate the Company's plans for
	distribution of profits and recovery of	distribution of profits and recovery of
	losses;	losses;

to formulate proposals for increase or (vi) to formulate proposals for increase or

- 19 -

APPENDIX III		PROPOSED AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

(x) to appoint or	remove the Company's	(x) to appoint or remove the Company's
senior management personnel, and to	senior management personnel, and to
determine their	remuneration, rewards	determine their remuneration, rewards
and penalties;		and penalties;

t o a p p r o v e t h e C o m p a n y ' s b a s i c (xi) to approve the Company's basic

	management system;			management system;
(xii)	to formulate proposals for any amendment	(xii)	to formulate proposals for any amendment
	to the Articles of Association, propose the		to the Articles of Association, propose the
	procedural rules for shareholder's general		procedural rules for shareholder's general
	meeting and the board of directors, and		meeting and the board of directors, and
	consider the work rules for the special		consider the work rules for the special
	committees under the board of directors;		committees under the board of directors;
(xiii)	t o e l e c t m e m b e r s t o t h e s p e c i a l	(xiii)	to elect members to the special
	committees;					committees;
(xiv)	to propose to the shareholders' general	(xiv)	to propose to the shareholders' general
	meeting for appointment or removal of the		meeting for appointment or removal of the
	accounting firm which carries out statutory		accounting firm which carries out statutory
	audit on the financial reports of the		audit on the financial reports of the
	Company on a regular basis;			Company on a regular basis;
(xv)	to be provided with the work report, and	(xv)	to be provided with the work report, and
	review the work, of the president of the		review the work, of the president of the
	Company;					Company;
(xvi) to	select and	retain the external	auditor	(xvi)	to select and retain the external auditor
	who conducts audit of the directors and		who conducts audit of the directors and
	senior management personnel of the		senior management personnel of the
	Company;					Company;
(xvii)	to exercise any other powers conferred by	(xvii)	to exercise any other powers conferred by
	l a w s a n d	r e g u l a t i o n s , r e g u l a t o r y		laws and	regulations, regulatory
	provisions, the Articles of Association or		provisions, the Articles of Association or
	the shareholders' general meeting.			the shareholders' general meeting.
Except for board resolutions in respect of the	Except for board resolutions in respect of the
matters specified in the above subparagraphs (vi)	matters specified in the above subparagraphs (vi)
and (vii) and the first two matters in sub-	and (vii) and the first two matters in sub-
paragraph (xii), which shall be passed by two-	paragraph (xii), which shall be passed by two-
thirds	or	more	of	all the directors,	board	thirds	or more	of all the directors, board

- 20 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

resolutions in respect of all other matters may be	resolutions in respect of all other matters may be
passed by more than half of all the directors.	passed by more than half of all the directors.
However, when the board of directors considers	However, when the board of directors considers
material connected transactions, no connected	material connected transactions, no connected
director may exercise his voting right for his own	director may exercise his voting right for his
account or as a proxy of another director, and	own account or as a proxy of another director,
such board meetings may be held when more	and such board meetings may be held when more
than half of the non-connected directors are	than half of the non-connected directors are
present. The resolutions of such board meetings	present. The resolutions of such board meetings
shall be passed by two-thirds or more of the non-	shall be passed by two-thirds or more of the non-
connected directors. Where less than three (3)	connected directors attending the meetings.
non-connected directors are present at a board	Where less than three (3) non-connected
meeting, the transaction in question shall be	directors are present at a board meeting, the
submitted to the shareholders' general meeting	transaction in question shall be submitted to the
for consideration. The circumstances as permitted	shareholders' general meeting for consideration.
by laws and regulations, regulatory provisions or	The circumstances as permitted by laws and
the exchange of the place where the Company is	regulations, regulatory provisions or the exchange
listed are excepted. Any resolution passed by the	of the place where the Company is listed are
board of directors in respect of connected	excepted. Any resolution passed by the board of
transactions of the Company shall not become	directors in respect of connected transactions of
effective until it has been signed by the	the Company shall not become effective until it
independent directors. The board of directors is	has been signed by the independent directors. The
ultimately liable for the internal control, risk and	board of directors is ultimately liable for the
compliance of the Company.	internal control, risk and compliance of the
	Company.
The board of directors shall make explanations to
the shareholders' general meeting where the	The board of directors shall make explanations to
auditor's opinion issued by certified public	the shareholders' general meeting where the
accountants on the financial report of the	auditor's opinion issued by certified public
Company is not unqualified opinion.	accountants on the financial report of the
	Company is not unqualified opinion.
The board of directors shall make a report to the
shareholders' general meeting on connected	The board of directors shall make a report to the
transactions status and implementation of the	shareholders' general meeting on the overview of
connected transactions management system once	connected transactions, including but not
a year.	limited toconnected transactions status and
	implementation of the connected transactions
The board of directors shall solicit the report of	management system once a year.
the responsible financial officers on the financial
conditions, operating results and notable issues of	The board of directors shall solicit the report of
the Company at least once every half a year.	the responsible financial officers on the financial
	conditions, operating results and notable issues of
	the Company at least once every half a year.

- 21 -

APPENDIX III

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

THE EXISTING ARTICLES

THE AMENDED ARTICLES

The functions and powers of the board of

directors shall be exercised by the board of

directors collectively. In principle, the above

statutory functions and powers of the board of

directors shall not be delegated to the chairman

of the board of directors, a director or any other

individual or entity. Where it is necessary to

delegate certain powers, such delegation shall be

approved by board resolutions in accordance with

law. Each delegation shall be for one matter

exclusively, and the functions and powers of the

board of directors shall not be delegated to any

other body or individual of the Company

generally or permanently.

ARTICLE 136: In addition to the functions and

powers vested in directors by the Company Law,

other relevant laws and regulations, regulatory

provisions and the Articles of Association,

independent directors shall have the following

special functions and powers:

(i)

independent

directors may

review

the

(i)

independent

directors

may

review

the

f a i r n e s s

o f

m a t e r i a l

c o n n e c t e d

fairness and

compliance

material

transactions,

the implementation

c o n n e c t e d t r a n s a c t i o n s ,

t h e

internal review procedures and the effect

implementation of

internal

review

of such transactions on the benefits of the

procedures and the effect of such

insured, and shall issue written opinions if

transactions on the benefits of the

they find any issue concerning the

insured, and shall issue written

opinions

connected transactions under their review.

if they find any issue concerning the

Where two (2) or more independent

connected transactions under their review.

directors deem it necessary, an

Where two (2) or more independent

intermediary agency may be retained to

directors deem it necessary, an

issue an independent financial advisor's

intermediary agency may be retained to

report, which will serve as the basis for

issue an independent financial advisor's

assessment;

report, which will serve as the basis for

assessment;

(ii)

one-half or more and no less than two (2)

independent directors may request the

(ii)

one-half or more and no less than two (2)

board of directors for convening a

independent directors may request the

shareholders'

extraordinary general

board of directors for convening a

meeting;

shareholders' extraordinary

general

meeting;

- 22 -

APPENDIX III				PROPOSED AMENDMENTS TO THE
						ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(iii)	two (2) or more independent directors may	(iii)	two (2) or more independent directors may
	request for holding board meetings;		request for holding board meetings;
(iv)	may retain external auditors and advisory	(iv)	may retain external auditors and advisory
	institutions separately;			institutions separately;
(v)	other functions and powers set out under	(v)	other functions and powers set out under
	laws and regulations, regulatory provisions		laws and regulations, regulatory provisions
	and the Articles of Association.		and the Articles of Association.

ARTICLE 148: The board of directors shall	ARTICLE 148: The board of directors shall
have four (4) special committees: a Strategic	have fourfive (45) special committees: a Strategic
Planning Committee,	an	Audit	Committee, a	Planning Committee, an Audit Committee, a
Nomination, Remuneration and Review	N omin a tion , Rem u nerat io n a nd Re v ie w
Committee and a Risk Management and	Committee	and,	a Consumers' Rights and
Investment Decision-making Committee. The	Interests Protection, Risk Management and
members of each special committee shall	Investment Decision-making Committee and a
consist entirely of directors selected by the	Related Party Transaction Control Committee.
board of directors.				The members of each special committee shall
					consist entirely of directors selected by the board
					of directors.

ARTICLE 150: The Strategic Planning	ARTICLE 150: The Strategic Planning
Committee shall exercise the following	Committee shall exercise the following
functions and powers:				functions and powers:
(i)	to organise the management and relevant	(i)	to organise the management and relevant
	departments of	the	Company to conduct		departments of the Company to conduct
	f e a s i b i l i t y s t u d y a n d s c i e n t i f i c		f e a s i b i l i t y s t u d y a n d s c i e n t i f i c
	demonstration	of	the	development		demonstration of the development
	planning;					planning;
(ii)	to formulate the development planning	(ii)	to formulate the development planning
	proposal and submit the proposal to the		proposal and submit the proposal to the
	board of directors for consideration;		board of directors for consideration;
(iii)	at the end of the year of planning and at	(iii)	at the end of the year of planning and at
	the end of the term under planning,		the end of the term under planning,
	organise to conduct the assessment of the		organise to conduct the assessment of the
	implementation of the planning work,		implementation of the planning work,
	prepare the assessment report and submit		prepare the assessment report and submit
	the report to the board of directors for		the report to the board of directors for
	consideration;					consideration;

- 23 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
			ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(iv)	to consider the Company's business plans,	(iv)	to consider the Company's business plans,
	material investments, financing plans,		material investments,	financing	plans,
	annual budget plan and final accounts		annual budget plan and final accounts
	report, plans for the distribution of		report, plans for the distribution of
	profits and recovery of losses, plans for		profits and recovery of losses, plans for
	the disposal of material assets, plans for		the disposal of material assets, plans for
	the issue of shares and bonds, plans for the		the issue of shares and bonds, plans for the
	significant adjustment of organisational		significant	adjustment	of	organisational
	structure of the Company and plans for		structure of the Company and plans for
	the amendment of the Articles of		the amendment of the Articles of
	Association;		Association;
(v)	to formulate and review the corporate	(v)	to formulate and review the corporate
	governance policies and norms of the		governance policies and norms of the
	Company;		Company;
(vi)	to exercise any other functions and powers	(vi)	to formulate and amend policies of the
	conferred by laws and regulations,		Company	relating	to	environment,
	regulatory provisions, the Articles of		s o c i e t y ,	g o v e r n a n c e	a n d	o t h e r
	Association or the board of directors.		enterprise	social responsibilities, to
			review related matters and to report
			and propose to the board of directors;
		(vii)	to exercise any other functions and powers
			conferred by laws and regulations,
			regulatory provisions, the Articles of
			Association or the board of directors.

ARTICLE 155: The Risk Management and	ARTICLE 155: The Consumers' Rights and
Investment Decision-making Committee shall	Interests Protection, Risk Management and
consist of three (3) to seven (7) directors, the	Investment Decision-making Committee shall
chairman of the committee shall be a director	consist of three (3) to seven (7) directors, the
with risk management experience. The members	chairman of the committee shall be a director
of the Risk Management and Investment	with risk management experience. The members
Decision-making Committee shall be familiar	of the Consumers' Rights and Interests
with the Company's business and management	Protection, Risk Management and Investment
process and have adequate knowledge and	Decision-making Committee shall be familiar
experience in respect of the risks in the	with the Company's business and management
insurance business and the identification,	process and have adequate knowledge and
assessment and control thereof.	experience in respect of the risks in the
		insurance business and the identification,
		assessment and control thereof.

- 24 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

ARTICLE 156: The Risk Management and ARTICLE 156: The Consumers' Rights andInvestment Decision-making Committee shall Interests Protection, Risk Management and comprehensively understand the various major Investment Decision-making Committee shall risks faced by the Company and their comprehensively understand the various major management status, and shall exercise the risks faced by the Company and their

following functions and powers:management status, and shall exercise the following functions and powers:

to examine the overall objective, basic

	policies and	working systems of	the (i)	to be responsible for the board of
	Company on risk management;		directors by submitting working report
				of the	consumers' right	and	interests
(ii)	to examine the risk preference and risk	p r o t e c t i o n	a n d	a n n u a l	r e p o r t ,
	tolerance of the Company;		undertaking	relevant	work	with
				authorisation granted by the board of
(iii)	t o e x a m i n e	t h e C o m p a n y ' s	r i s k	directors,	discussing	relevant	matters,
	management	organisational structure	and analysing substantial issues and
	settings and responsibilities;		important policies in relation to
				protection of consumers' right and
				interests;
			(ii)	to instruct and promote establishment
				and improvement of the management
				system of the consumers' rights and
				interests	protection, ensuring	such
				system and relevant rules are in line
				with	the	corporate	governance,
				corporate	culture	development	and
				operational development strategy;

(iii) to supervise the senior management and the consumers' rights and interests

p r o t e c t i o n d e p a r t m e n t	f o r
comprehensiveness, efficiency	and

e f f e c t i v e n e s s o f t h e i r w o r k i n a c c o r d a n c e w i t h r e g u l a t o r y requirements, strategies and policies for protection of consumers' rights and interests, implementation of goals and enforcement of assigned work;

- 25 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION


	THE EXISTING ARTICLES	THE AMENDED ARTICLES

(iv)	to evaluate the risks of the Company's	(iv) to hold regular meetings for consumers
	major business and management matters,	rights and interests protection reviewing
	and to continuously follow up with the	w o r k i n g	r e p o r t s o f t h e s e n i o r
	various risks faced by the Company and	management and the consumers' rights
	their management status;	and interests protection department, to
		analyse the annual audit report relating
(v)	to evaluate the operation effectiveness of	to consumers' rights and interests
	the risk management systems;	protection,	regulatory correspondence
		and internal audit results, and to urge
(vi)	to examine the solutions to the Company's	the senior management and relevant
	material risk events;	departments to timely fix issues spotted
		during the work review;

to examine the management model,

	strategies on utilisation and investment	(v)	to examine the overall objective, basic
	strategies of the insurance funds of the		policies and working systems of the
	Company;		Company on risk management;
(viii)	to examine the establishment and	(vi)	to examine the risk preference and risk
	implementation of the risk control system		tolerance of the Company;
	on utilisation of the insurance funds;
		(vii)	t o e x a m i n e	t h e C o m p a n y ' s r i s k
(ix)	to formulate the strategic allocation plans		management	organisational structure
	of assets on utilisation of the insurance		settings and responsibilities;
	funds;
		(viii)	to evaluate the risks of the Company's
(x)	to exercise any other functions and powers		major business and management matters,
	conferred by laws and regulations,		and to continuously follow up with the
	regulatory provisions, the Articles of		various risks faced by the Company and
	Association or the board of directors.		their management status;
		(ix)	to evaluate the operation effectiveness of
			the risk management systems;
		(x)	to examine the solutions to the Company's
			material risk events;
		(xi)	to manage assets and liability of the
			Company, to take charge of the asset-
			liability management system and the
			annual asset-liability management
			report of the Company;

- 26 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES		THE AMENDED ARTICLES

	(xii)	to examine the management model,
		strategies on utilisation and investment
		strategies of the insurance funds of the
		Company;
	(xiii)	to examine the establishment and
		implementation of the risk control system
		on utilisation of the insurance funds;
	(xiv)	to formulate the strategic allocation plans
		of assets on utilisation of the insurance
		funds;

(xv)to exercise any other functions and powers conferred by laws and regulations, regulatory provisions, the Articles of Association or the board of directors.

ARTICLE 157: The Related Party Transaction Control Committee shall consist of three (3) or more than three (3) directors, the chairman of the committee shall be an independent director. The Related Party Transaction C o n t r o l C o m m i t t e e s h a l l f o c u s o n compliance, fairness and necessity of related party transactions.

ARTICLE 158: The Related Party Transaction Control Committee shall exercise the following functions and powers:

(i) to review the related party transaction m a n a g e m e n t s y s t e m a n d i t s implementation of the Company;

(ii) to conduct overall management over identifying and maintaining related parties;

(iii) to manage, review, record and approve related parties transactions and to control related risks;

- 27 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES		THE AMENDED ARTICLES

	(iv)	to conduct overall management over
		information disclosure and report of
		related party transactions;
	(v)	to exercise any other functions and
		powers conferred by laws and
		regulations, regulatory provisions, the
		Articles of Association or the board of
		directors.

ARTICLE 159: The president shall be	ARTICLE 161: The president shall be
accountable to the board of directors and shall	accountable to the board of directors and shall
exercise the following functions and powers:	exercise the following functions and powers:
(i) he shall be in charge of the operation and	(i)	he shall be in charge of the operation and
management of the Company and shall		management of the Company and shall
organise the implementation of board		organise the implementation of board
resolutions;		resolutions;
(ii) he shall organise the implementation of	(ii)	he shall organise the implementation of the
the Company's annual business plans and		Company's annual business plans and
annual investment plans;		annual investment plans;

he shall issue general administrative (iii) he shall issue general administrative

	documents of the Company;		documents of the Company;
(iv)	he shall draft plans for the establishment	(iv)	he shall draft plans for the establishment
	of the Company's internal management		of the Company's internal management
	structure and, in accordance with operating		structure and, in accordance with operating
	needs, decide on general organisational		needs, decide on general organisational
	restructuring plans;		restructuring plans;
(v)	he shall formulate the Company's basic	(v)	he shall formulate the Company's basic
	management system;		management system;

he shall formulate basic rules and (vi) he shall formulate basic rules and

regulations for the Company;	regulations for the Company;
(vii) he shall propose to the board of directors	(vii) he shall perform as the legal
for the appointment or removal of the	representative	of	the	Company,
vice-presidents, responsible compliance	exercising	civil	rights	relating to
officers, responsible financial officers and	b u s i n e s s	o f t h e	C o m p a n y a n d
assistants to the president;	undertaking	relevant	civil	obligations
	on behalf of the Company;

- 28 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

(viii) he shall decide to appoint or remove	(viii)he shall propose to the board of directors
responsible management personnel other	for the appointment or removal of the
than those required to be decided to be	vice-presidents, responsible compliance
appointed or removed by the board of	officers, responsible financial officers and
directors;	assistants to the president;

he shall formulate policies for the (ix)he shall decide to appoint or remove

remuneration,

welfare

benefits,

rewards

responsible

management

personnel other

and penalties

the employees

the

than those required to be decided to be

C o m p a n y

o t h e r

t h a n

t h e

s e n i o r

appointed or removed by the board of

m a n a g e m e n t p e r s o n n e l

a n d s h a l l

directors;

determine,

authorise

subordinate

department

heads

determine,

the

(x)

shall formulate

policies

for

the

e m p l o y m e n t

a n d

r e m o v a l

o f

t h e

remuneration,

welfare

benefits,

rewards

e m p l o y e e s

o t h e r

t h a n

t h e

s e n i o r

and

penalties

the

employees

the

m a n a g e m e n t p e r s o n n e l a n d t h e

C o m p a n y o t h e r t h a n t h e s e n i o r

responsible management personnel

m a n a g e m e n t p e r s o n n e l a n d s h a l l

described in sub-paragraph (viii) of this

determine,

authorise

subordinate

Article;

department

heads

determine,

the

e m p l o y m e n t a n d r e m o v a l o f t h e

(x)

he shall propose the holding of special

e m p l o y e e s

o t h e r

t h a n

t h e

s e n i o r

board meetings;

m a n a g e m e n t

p e r s o n n e l a n d

t h e

responsible management personnel

(xi)

he shall exercise any other functions and

described in sub-paragraph(ix) of this

powers vested in him by laws and

Article;

regulations,

regulatory

provisions,

the

Articles of Association and the board of

(xi)

he shall propose the holding of special

directors.

board meetings;

(xii)

he shall exercise any other functions and

powers vested in him by laws and

regulations,

regulatory

provisions,

the

Articles of Association and the board of

directors.

ARTICLE 185: A director may resign prior to

ARTICLE 187: A director may resign prior to

the end of his term of office. The director who

intends to resign shall submit a written

resignation report to the board of directors and

he is obliged to explain in the resignation report

anything to which other directors and the

anything relating to the resignation orto which

shareholders should pay attention.

shareholders, the board of directors and the

insurance consumersother directors and the

shareholdersshould pay attention.

- 29 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION


THE EXISTING ARTICLES	THE AMENDED ARTICLES

Unless otherwise provided under laws and	Unless otherwise provided under laws and
regulations, regulatory provisions or the Articles	regulations, regulatory provisions or the Articles
of Association, the resignation of a director shall	of Association, the resignation of a director shall
come into effect when the resignation report is	come into effect when the resignation report is
served on the board of directors.	served on the board of directors.
Upon the resignation of a director becoming	Upon the resignation of a director becoming
effective or the end of the term of office of a	effective or the end of the term of office of a
director, the director shall complete all handover	director, the director shall complete all handover
procedures with the board of directors, and the	procedures with the board of directors, and the
duty to act faithfully he owes to the Company	duty to act faithfully he owes to the Company
and the shareholders shall survive three (3) years	and the shareholders shall survive three (3) years
from the date on which his resignation becomes	from the date on which his resignation becomes
effective or his term of office ends.	effective or his term of office ends.

ARTICLE 277: The Company shall designate	ARTICLE 279: The Company shall designate
the media approved by the China Banking and	the nationalmedia with relatively high
Insurance Regulatory Commission to publish the	influenceapproved by the China Banking and
announcements and disclose the information of	Insurance Regulatory Commissionto publish the
the Company.	announcements and disclose the information of
	the Company.

AFTER ADDITION OR DELETION OF AN ARTICLE, THE NUMBERING OF THE
REMAINING ARTICLES AND THE NUMBER OF ARTICLE QUOTED IN AN ARTICLE
SHALL BE ADJUSTED UPWARDS OR DOWNWARDS ACCORDINGLY.

- 30 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
	RULES FOR THE BOARD OF DIRECTORS

The full text of the proposed amendments to the Procedural Rules for the Board of Directors is set out below. The English version of the proposed amendments is a translation for reference only. In case of discrepancy between the Chinese and English versions, the Chinese version shall prevail.

	THE EXISTING ARTICLES		THE AMENDED ARTICLES
ARTICLE 4: In accordance with Article 119 of	ARTICLE 4: In accordance with Article 119 of
the Articles of Association, the scope of work of	the Articles of Association, the scope of work of
the board of directors shall be as follows:	the board of directors shall be as follows:
(i)	to be responsible for convening	(i)	to be responsible for convening
	shareholders' general meetings and to		shareholders' general meetings and to
	report on its work to the shareholders'		report on its work to the shareholders'
	general meeting;		general meeting;
(ii)	to implement the resolutions of the	(ii)	to implement the resolutions of the
	shareholders' general meetings;		shareholders' general meetings;

to decide on the Company's annual (iii) to decide on the Company's annual

business plans and annual investment	business plans and annual investment
plans;	plans;

to formulate the Company's annual (iv) to formulate the Company's annual

	financial budgets and final accounts;	financial budgets and final accounts;
(v)	to formulate the Company's plans for (v)	to formulate the Company's plans for
	distribution of profits and recovery of	distribution of profits and recovery of
	losses;	losses;

to formulate proposals for increase or (vi) to formulate proposals for increase or

reduction in the registered capital, the	reduction in the registered capital, the
issue of bonds or other securities and the	issue of bonds or other securities and the
Company's listing;	Company's listing;
(vii) to formulate plans for material	(vii) t o f o r m u l a t e p l a n s	f o r m a t e r i a l
acquisitions, purchase of its own shares	acquisitions, purchase of	its own shares
or merger, division, dissolution and	or merger, division, dissolution and change
change of company form of the Company;	of company form of the Company;

- 31 -

APPENDIX IV		PROPOSED AMENDMENTS TO THE PROCEDURAL
				RULES FOR THE BOARD OF DIRECTORS


	THE EXISTING ARTICLES			THE AMENDED ARTICLES

(viii)	to consider and approve the outbound	(viii)	to consider and approve the outbound
	investments,	asset	acquisitions,	asset		investments,	asset	acquisitions,	asset
	disposals and write-offs, asset mortgages		disposals and write-offs, asset mortgages
	or other transactions of the Company, the		or other transactions of the Company, the
	annual transaction value of which is more		annual transaction value of which is more
	than ten (10) per cent. but less than thirty		than ten (10) per cent. but less than thirty
	(30) per cent. of the Company's total asset		(30) per cent. of the Company's total asset
	value, material connected transactions and		value, material connected transactions and
	other matters which are required to be		other matters which are required to be
	submitted to the board of directors for		submitted to the board of directors for
	consideration and approval in accordance		consideration and approval in accordance
	with laws and regulations and regulatory		with laws and regulations and regulatory
	provisions;					provisions;
(ix)	to decide on	the	establishment	of the	(ix)	to decide on	the	establishment	of the
	C o m p a n y ' s i n t e r n a l m a n a g e m e n t		C o m p a n y ' s i n t e r n a l m a n a g e m e n t
	structure; (x) to appoint or remove the		structure; (x) to appoint or remove the
	Company's senior management personnel,		Company's senior management personnel,
	and to determine their remuneration,		and to determine their remuneration,
	rewards and penalties;			rewards and penalties;

t o a p p r o v e t h e C o m p a n y ' s b a s i c (xi) t o a p p r o v e t h e C o m p a n y ' s b a s i c

- 32 -

APPENDIX IV		PROPOSED AMENDMENTS TO THE PROCEDURAL
			RULES FOR THE BOARD OF DIRECTORS


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(xvi)	to select and retain the external auditor	(xvi)	to select and retain the external auditor
	who conducts audit of the directors and		who conducts audit of the directors and
	senior management personnel of the		senior management personnel of the
	Company;				Company;
(xvii)	to exercise any other powers conferred by	(xvii)	to exercise any other powers conferred by
	l a w s a n d r e g u l a t i o n s , r e g u l a t o r y		l a w s a n d r e g u l a t i o n s , r e g u l a t o r y
	provisions, the Articles of Association or		provisions, the Articles of Association or
	the shareholders' general meeting.		the shareholders' general meeting.
The board of directors shall make explanations to	The board of directors shall make explanations to
the shareholders' general meeting where the	the shareholders' general meeting where the
auditor's opinion issued by certified public	auditor's opinion issued by certified public
accountants on the financial report of the	accountants on the financial report of the
Company is not unqualified opinion.	Company is not unqualified opinion.
The board of directors shall make a report to the	The board of directors shall make a report to the
shareholders' general meeting on connected	shareholders' general meeting on the overview of
transactions status and implementation of the	connected transactions, including but not
connected transactions management system once	limited toconnected transactions status and
a year.			implementation of the connected transactions
				management system once a year.
The board of directors shall solicit the report of
the responsible financial officers on the financial	The board of directors shall solicit the report of
conditions, operating results and notable issues of	the responsible financial officers on the financial
the Company at least once every half a year.	conditions, operating results and notable issues of
				the Company at least once every half a year.

ARTICLE 7: The main scope of work of the	ARTICLE 7: The main scope of work of the
Strategic Planning Committee shall be as follows:	Strategic Planning Committee shall be as follows:
(i)	to organise the management and relevant	(i)	to organise the management and relevant
	departments of	the	Company to conduct		departments of the Company to conduct
	f e a s i b i l i t y s t u d y a n d s c i e n t i f i c		f e a s i b i l i t y s t u d y a n d s c i e n t i f i c
	demonstration	of	the development		demonstration of the development
	planning;				planning;
(ii)	to formulate the development planning	(ii)	to formulate the development planning
	proposal and submit the proposal to the		proposal and submit the proposal to the
	board of directors for examination;		board of directors for examination;

- 33 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
		RULES FOR THE BOARD OF DIRECTORS


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(iii)	at the end of the year of planning and at	(iii)	at the end of the year of planning and at
	the end of the term under planning,		the end of the term under planning,
	organise to conduct the assessment of the		organise to conduct the assessment of the
	implementation of the planning work,		implementation of the planning work,
	prepare the assessment report and submit		prepare the assessment report and submit
	the report to the board of directors for		the report to the board of directors for
	examination;			examination;
(iv)	to examine the Company's business plans,	(iv)	to examine the Company's business plans,
	significant investments, financing plans,		significant	investments, financing	plans,
	annual budget plan and final accounts		annual budget plan and final accounts
	report, plans for the distribution of		report, plans for the distribution of
	profits and recovery of losses, plans for		profits and recovery of losses, plans for
	the disposal of significant assets, plans for		the disposal of significant assets, plans for
	the issuance of shares and bonds, plans for		the issuance of shares and bonds, plans for
	the significant adjustment of the		the significant adjustment of the
	organisational structure of the Company		organisational structure of the Company
	and plans for the amendment of the		and plans for the amendment of the
	Articles of Association;		Articles of Association;
(v)	to formulate and review the corporate	(v)	to formulate and review the corporate
	governance policies and norms of the		governance policies and norms of the
	Company;			Company;
(vi)	to exercise any other functions and powers	(vi)	to formulate and amend policies of the
	conferred by laws and regulations,		Company	relating to	environment,
	regulatory provisions, the Articles of		s o c i e t y ,	g o v e r n a n c e	a n d	o t h e r
	Association or the board of directors.		corporate	social responsibilities, to
				review related matters and to report
				and propose to the board of directors;
			(vii)	to exercise any other functions and powers
				conferred by laws and regulations,
				regulatory provisions, the Articles of
				Association or the board of directors.

ARTICLE 10: The main scope of work of the	ARTICLE 10: The main scope of work of the
Risk Management and Investment Decision-	Consumers' Rights and Interests Protection,
making Committee shall be as follows:	Risk Management and Investment Decision-
			making Committee shall be as follows:

- 34 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
			RULES FOR THE BOARD OF DIRECTORS


	THE EXISTING ARTICLES		THE AMENDED ARTICLES

(i)	to examine the overall objective,	basic (i)	to be responsible for the board of
	policies and working systems of the	directors by submitting working report
	Company on risk management;		of the consumers' right and interests
				p r o t e c t i o n a n d a n n u a l r e p o r t ,
(ii)	to examine the risk preference and risk	undertaking relevant work with
	tolerance of the Company;		authorisation granted by the board of
				directors, discussing relevant matters,
(iii)	t o e x a m i n e	t h e C o m p a n y ' s	r i s k	and analysing substantial issues and
	management	organisational structure	important policies in relation to
	settings and responsibilities;		protection of consumers' right and
				interests;

to evaluate the risks of the Company's

	major business and management matters,	(ii)	to instruct	and	promote	establishment
	and to continuously follow up with the		and improvement of the management
	various risks faced by the Company and		system of the consumers' rights and
	their management status;		interests	protection,	ensuring	such
			system and relevant rules are in line
(v)	to evaluate the operation effectiveness of		with the	corporate	governance,
	the risk management systems;		corporate	culture	development	and
			operational development strategy;
(vi)	to examine the solutions to the major risk
	events of the Company;	(iii)	to supervise the senior management and
			the consumers'	rights	and	interests
(vii)	to examine the management model,		p r o t e c t i o n	d e p a r t m e n t	f o r
	strategies on utilisation and investment		comprehensiveness,	efficiency	and
	strategies of the insurance funds of the		e f f e c t i v e n e s s	o f t h e i r	w o r k i n
	Company;		a c c o r d a n c e	w i t h		r e g u l a t o r y
			requirements, strategies	and policies
(viii)	to examine the establishment and		for protection of consumers' rights and
	implementation of risk control systems		interests, implementation of goals and
	on utilisation of the insurance funds;		enforcement of assigned work;
(ix)	to formulate the strategic allocation plans	(iv)	to hold regular meetings for consumers
	of assets on utilisation of the insurance		rights and interests protection reviewing
	funds;		w o r k i n g	r e p o r t s	o f	t h e s e n i o r
			management and the consumers' rights
(x)	to exercise any other functions and powers		and interests protection department, to
	conferred by laws and regulations,		analyse the annual audit report relating
	regulatory provisions, the Articles of		to consumers' rights and interests
	Association or the board of directors.		protection,	regulatory	correspondence
			and internal audit results, and to	urge

- 35 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
	RULES FOR THE BOARD OF DIRECTORS


THE EXISTING ARTICLES		THE AMENDED ARTICLES

			the senior management and relevant
			departments to timely fix issues spotted
			during the work review;
		(v)	to examine the overall objective, basic
			policies and working systems of the
			Company on risk management;
		(vi)	to examine the risk preference and risk
			tolerance of the Company;
		(vii)	t o e x a m i n e	t h e	C o m p a n y ' s r i s k
			management	organisational structure
			settings and responsibilities;
		(viii)	to evaluate the risks of the Company's
			major business and management matters,
			and to continuously follow up with the
			various risks faced by the Company and
			their management status;
		(ix)	to evaluate the operation effectiveness of
			the risk management systems;
		(x)	to examine the solutions to the major risk
			events of the Company;
		(xi)	to manage assets and liability of the
			Company, to take charge of the asset-
			liability management system and the
			annual asset-liability management
			report of the Company;
		(xii)	to examine the management model,
			strategies on utilisation and investment
			strategies of the insurance funds of the
			Company;
		(xiii)	to examine the establishment and
			implementation	of	risk control systems
			on utilisation of the insurance funds;

- 36 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
	RULES FOR THE BOARD OF DIRECTORS


THE EXISTING ARTICLES		THE AMENDED ARTICLES

		(xiv)	to formulate the strategic allocation plans
			of assets on utilisation of the insurance
			funds;
		(xv)	to exercise any other functions and powers
			conferred by laws and regulations,
			regulatory provisions, the Articles of
			Association or the board of directors.

		ARTICLE 11: The Related Party Transaction
		Control Committee shall exercise the following
		functions and powers:
		(i)	to review the related party transaction
			m a n a g e m e n t s y s t e m a n d i t s
			implementation of the Company;
		(ii)	to conduct overall management over
			identifying and maintaining related
			parties;
		(iii)	to manage, review, record and approve
			related parties transactions and to
			control related risks;
		(iv)	to conduct overall management over
			information disclosure and report of
			related party transactions;
		(v)	to exercise any other functions and
			powers conferred by laws and
			regulations, regulatory provisions, the
			Articles of Association or the board of
			directors.

ARTICLE 23: In accordance with Article 126 of	ARTICLE 24: In accordance with Article 126 of
the Articles of Association, the quorum of board	the Articles of Association, the quorum of board
meetings shall be formed by a majority of	meetings shall be formed by a majority of
directors (including	any directors appointed in	directors (including any directors appointed in
w r i t i n g t o a t t e n d t h e m e e t i n g a s t h e	w r i t i n g t o a t t e n d t h e m e e t i n g a s t h e
representatives of other directors). Resolutions	representatives of other directors). Resolutions
by the board of directors shall be subject to	by the board of directors shall be subject to
approval by over half of all directors. However	approval by over half of all directors. However
resolutions by the	board of directors on the	resolutions by the board of directors on the

- 37 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL
	RULES FOR THE BOARD OF DIRECTORS


THE EXISTING ARTICLES	THE AMENDED ARTICLES

matters listed under sub-paragraphs (vi), (vii),	matters listed under sub-paragraphs (vi), (vii),
(xii) in Article 4 of the Procedural Rules shall be	(xii) in Article 4 of the Procedural Rules shall be
subject to approval by at least two-thirds of all	subject to approval by at least two-thirds of all
directors.		directors. When the board of directors
		considers and approves a material related
		party transaction, any director that is a
		related party to the transaction shall abstain
		from voting on the resolution and shall not
		vote on behalf of others. The quorum of such
		board meeting shall be formed by a majority
		of non-related directors and resolutions by the
		board of directors shall be subject to approval
		by at least two-thirds of non-related directors
		present at the meeting. If the number of non-
		related directors attending the meetings is less
		than three, the matter shall be submitted to
		the shareholders' general meeting for approval
		unless otherwise provided by laws, regulations,
		supervisory requirements and listing rules of
		exchanges where the Company listed.
		Resolutions of related party transactions by
		the board of directors shall come into effect
		upon signing by the independent directors.
		The board of directors has ultimate
		responsibility for the internal control, risks
		and compliance work of the Company.

AFTER ADDITION OR DELETION OF AN ARTICLE IN THE ARTICLES OF ASSOCIATION OR THE PROCEDURAL RULES, THE NUMBERING OF THE REMAINING ARTICLES AND THE NUMBER OF ARTICLE QUOTED IN AN ARTICLE SHALL BE ADJUSTED UPWARDS OR DOWNWARDS ACCORDINGLY.

- 38 -

APPENDIX V	PERFORMANCE REPORT OF
	THE INDEPENDENT DIRECTORS FOR 2020

In 2020, all the Independent Directors had diligently discharged their duties and responsibilities and prudently exercised their rights as Independent Directors of the Company in accordance with the relevant laws and regulations, regulatory requirements and the provisions of the Articles of Association. The work of the Independent Directors is summarised as follows:

ATTENDANCE AT MEETINGS

In 2020, the attendance of Independent Directors at the Board meetings is as follows.

Board Meetings
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Lin Hanchuan	11	11	0	0
Lo Chung Hing	11	11	0	0
Ma Yusheng	11	11	0	0
Chu Bende	11	11	0	0
Qu Xiaohui	11	11	0	0

Note: The table above lists the numbers of Board meetings held and attended by each Independent Director during

his/her respective term of office.

The Independent Directors serve as members of the committees of the Board. In 2020, the attendance of Independent Directors at the meetings of the committees of the Board is as follows.

Audit Committee
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Qu Xiaohui	9	9	0	0
Lin Hanchuan	9	9	0	0
Lo Chung Hing	9	9	0	0
Chu Bende	9	9	0	0
Nomination, Remuneration and Review Committee
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Ma Yusheng	4	4	0	0
Lin Hanchuan	4	4	0	0
Chu Bende	4	4	0	0

- 39 -

APPENDIX V		PERFORMANCE REPORT OF
	THE INDEPENDENT DIRECTORS FOR 2020

Related Party Transaction Control Committee
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Chu Bende	7	7	0	0
Lin Hanchuan	7	7	0	0
Lo Chung Hing	7	7	0	0
Qu Xiaohui	7	7	0	0

Note: In accordance with the Administrative Measures on Related Party Transactions of Insurance Companies, the Board of the Company established a Related Party Transaction Control Committee on 17 February 2020. Mr. Chu Bende has been appointed by the Board as the chairman of the Related Party Transaction Control Committee, and Mr. Lin Hanchuan, Mr. Lo Chung Hing and Ms. Qu Xiaohui were appointed as members of the committee.

EXPRESSION OF OPINION
1. In 2020, none of the Independent Directors voted against the resolutions at the meetings of the Board of Directors.
2. In 2020, all the Independent Directors expressed approval opinions and independent opinions on resolutions relating to, among others, material related party transactions, nomination and appointment of the Directors, employment of the senior management officers, remuneration of the Directors and the senior management officers, profit distribution plan.

WORK DONE TO UNDERSTAND THE OPERATION AND MANAGEMENT OF THE COMPANY

In 2020, each of the Independent Directors acquired information about the operation and management of the Company through various channels which laid a foundation for their scientific and prudent decision- making. The Independent Directors made regular contacts with senior management officers of the Company, listened to reports of the management and the Secretary of the Board of Directors, and maintained effective communication with the external auditors so as to acquire third party information. The Audit Committee of the Board of Directors closely communicated with the Supervisory Committee so as to strengthen the supervision over the Company. The Independent Directors also acquired knowledge about the Company and the insurance industry through various information provided by the Board of Directors Office.

IV. OBSTACLES EXPERIENCED DURING THE PERFORMANCE OF DUTIES

In 2020, during the performance of the duties of the Independent Directors, there was no right of information of the Independent Directors which was not safeguarded, there was no interference or hindrance in the performance of their duties, and there was no opinion and suggestion put forwarded by Independent Directors to the Board and the management which was not accepted.

- 40 -

APPENDIX V	PERFORMANCE REPORT OF
	THE INDEPENDENT DIRECTORS FOR 2020

OTHER WORK DONE TO IMPROVE THE OPERATION AND MANAGEMENT OF THE COMPANY

During 2020, all the Independent Directors performed their duties and responsibilities in a diligent and faithful way, listened conscientiously to reports from relevant personnel on the business development, financial management, related party transactions and other affairs of the Company, got an understanding of the day-to-day operation and potential operation risks of the Company in a timely manner, gave opinions and exercised functions and powers at the meetings of the Board of Directors, performed their duties and responsibilities as Independent Directors proactively and effectively, and safeguarded the legal rights and interests of the Company and minority Shareholders.

VI. ROLE OF INDEPENDENT DIRECTORS IN THE PREPARATION OF THE ANNUAL

REPORT

The Independent Directors faithfully performed their duties and obligations as Independent Directors in the preparation and disclosure of the 2020 Annual Report. The Independent Directors timely listened to the reports of the management and the finance department of the Company on the operation and management, financial position and major matters of the Company in 2020. The Independent Directors also listened to the reports on the audit work arrangement. Upon the issuance of the initial audit opinion by the auditor, the Independent Directors communicated with such auditor through the Audit Committee, which mainly consists of Independent Directors, to fully understand the auditing process.

VII. SELF-APPRAISAL OF THE PERFORMANCE FOR THE YEAR

During 2020, all the Independent Directors continued to maintain their independence, performed their duties and responsibilities in a diligent way and acted honestly and in good faith for the interests of the Company as a whole and paid special attention to the legal rights and interests of the public Shareholders and minority Shareholders in the decision-making process.

In 2020, all the Independent Directors participated earnestly in continuous professional development. The Independent Directors received trainings and conducted research or exchange in areas of corporate governance, corporate finance, relevant laws and regulations, professional knowledge, professional norms, etc., which continuously enhanced their related knowledge and skills, and they proactively put forward various timely and appropriate advice and suggestions on the Company's management and development.

VIII. APPRAISAL OF THE PERFORMANCE OF THE BOARD OF DIRECTORS AND THE

MANAGEMENT

The Board of Directors made collective decisions and acted objectively on the development strategy, business plan, financial control, risk management, personnel management and other matters of the Company. All Directors performed their duties diligently, used their best efforts to handle the affairs of the Board of Directors and the corporate governance of the Company was further enhanced.

- 41 -

APPENDIX V	PERFORMANCE REPORT OF
	THE INDEPENDENT DIRECTORS FOR 2020

The management of the Company were devoted to their duties and responsibilities, acted bravely to continuously strengthen the operation and management of the Company, shouldered more responsibilities as a financing state-owned enterprise by taking an active part in pandemic control, took it as their mission to promote the development of the industry and played a leading role in the industry, and fulfilled various business targets for 2020 as set by the Board of Directors in a relatively satisfactory way.

IX. ANY OTHER MATTERS THAT SHOULD BE BROUGHT TO THE ATTENTION OF THE

SHAREHOLDERS' GENERAL MEETING

In the opinion of the Independent Directors, there are not any other matters that should be brought to

the attention of the Shareholders' general meeting.

The report set out in this appendix was drafted in Chinese and the English translation is for reference only. In case of discrepancy between the Chinese and English versions, the Chinese version shall prevail.

- 42 -

APPENDIX VI

PERFORMANCE REPORT OF THE DIRECTORS FOR 2020

In 2020, all Directors of the Company had earnestly, diligently, faithfully and conscientiously discharged their duties and responsibilities as directors of the Company in accordance with the relevant laws and regulations, regulatory requirements and the provisions of the Articles of Association. The work of the Directors is summarised as follows:

ATTENDANCE AT MEETINGS
In 2020, the attendance of Directors at the Board meetings is as follows.
Board Meetings

	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Miao Jianmin	6	6	0	0
Xie Yiqun	11	11	0	0
Tang Zhigang	1	1	0	0
Li Tao	11	10	1	0
Jiang Caishi	6	6	0	0
Xie Xiaoyu	11	10	1	0
Lin Hanchuan	11	11	0	0
Lo Chung Hing	11	11	0	0
Ma Yusheng	11	11	0	0
Chu Bende	11	11	0	0
Qu Xiaohui	11	11	0	0

Note:

At the annual general meeting of the Company held on 23 June 2020, Mr. Jiang Caishi was appointed as an Executive Director of the Company; at the extraordinary general meeting of the Company held on 29 December 2020, Mr. Luo Xi was appointed as a Non-executive Director of the Company and was elected by the Board as the Chairman of the Board with the term of office, upon approval at the extraordinary general meeting, commencing from the date of obtaining approval for his Director Qualification from the CBIRC and ending upon the expiry of the term of appointment of the fifth session of the Board of the Company. Mr. Tang Zhigang resigned as the Non-executive Director on 21 January 2021; Mr. Miao Jianmin resigned as the Chairman of the Board and the Executive Director on 15 July 2020. The table above lists the numbers of Board meetings held and attended by each Director during his/her respective term of office.
During this year, Mr. Li Tao and Ms. Xie Xiaoyu attended 10 Board meetings in person and 1 Board meeting by appointing another Director as proxy to attend on his/her behalf for business reason.

The Directors serve as members of the committees of the Board. In 2020, the attendance of Directors at the meetings of the committees of the Board is as follows.

- 43 -

APPENDIX VI	PERFORMANCE REPORT OF THE DIRECTORS FOR 2020
Audit Committee
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Qu Xiaohui	9	9	0	0
Lin Hanchuan	9	9	0	0
Li Tao	9	8	1	0
Lo Chung Hing	9	9	0	0
Chu Bende	9	9	0	0

Note: Mr. Li Tao attended 8 committee meetings in person and 1 committee meeting by appointing another member

as proxy to attend on his/her behalf for business reason.

Nomination, Remuneration and Review Committee

	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Ma Yusheng	4	4	0	0
Tang Zhigang	0	0	0	0
Lin Hanchuan	4	4	0	0
Chu Bende	4	4	0	0

Note: Mr. Tang Zhigang resigned as a Non-executive Director on 21 January 2020 and ceased to act as a member of the Nomination, Remuneration and Review Committee simultaneously. The table above lists the numbers of committee meetings held and attended by each committee members during his/her respective term of office.

Strategic Planning Committee
	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Miao Jianmin	5	5	0	0
Xie Yiqun	7	7	0	0
Li Tao	7	7	0	0

Note: Mr. Miao Jianmin resigned as the Chairman of the Board and the Executive Director on 15 July 2020, and ceased to act as the chairman of the Strategic Planning Committee simultaneously. At the extraordinary general meeting of the Company held on 29 December 2020, Mr. Luo Xi was appointed as a Non-executive Director of the Company and was elected by the Board as the chairman of the Strategic Planning Committee with the term of office, upon approval at the extraordinary general meeting, commencing from the date of obtaining approval for his Director Qualification from the CBIRC and ending upon the expiry of the term of appointment of the fifth session of the Board of the Company. The table above lists the numbers of Board meetings held and attended by each Director during his/her respective term of office.

- 44 -

APPENDIX VI

PERFORMANCE REPORT OF THE DIRECTORS FOR 2020

Consumers' Rights and Interests Protection, Risk Management and Investment Decision- making Committee

	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Miao Jianmin	4	4	0	0
Xie Yiqun	7	7	0	0
Jiang Caishi	3	3	0	0
Xie Xiaoyu	7	7	0	0

Note:

At the annual general meeting of the Company held on 23 June 2020, Mr. Jiang Caishi was appointed as an Executive Director of the Company. On the same day, Mr. Jiang Caishi was elected by the Board as a member of the Consumers' Rights and Interests Protection, Risk Management and Investment Decision-making Committee. Mr. Miao Jianmin resigned as the Chairman of the Board and the Executive Director on 15 July 2020, and ceased to act as the chairman of the Consumers' Rights and Interests Protection, Risk Management and Investment Decision-making Committee simultaneously. The table above lists the numbers of Board meetings held and attended by each Director during his/her respective term of office.
In accordance with the requirements of the Guiding Opinions on Banking and Insurance Institutions to Strengthen the Construction of System and Mechanism for Consumer Rights Protection. (Yin Bao Jian Fa [2019] No. 38) issued by CBIRC, at the 15th meeting of the fifth session of the Board of the Company on 29 April 2020, the Board approved the establishment of Consumers' Rights and Interests Protection, Risk Management and Investment Decision-makingCommittee of the Board which performs newly-addedduties and responsibilities of protecting consumers' rights and interests and integrates the duties and responsibilities of the original Risk Management and Investment Decision-makingCommittee. The members of the Consumers' Rights and Interests Protection, Risk Management and Investment Decision-makingCommittee were the same as the members of the original Risk Management and Investment Decision-makingCommittee, the terms of office of whom commenced from 29 April 2020 and will end upon expiry of the term of office of the fifth session of the Board.

Related Party Transaction Control Committee

	Number of	Attendance	Attendance
Name	meetings	in person	by proxy	Absence
Chu Bende	7	7	0	0
Jiang Caishi	3	3	0	0
Lin Hanchuan	7	7	0	0
Lo Chung Hing	7	7	0	0
Qu Xiaohui	7	7	0	0

- 45 -

APPENDIX VI

PERFORMANCE REPORT OF THE DIRECTORS FOR 2020

Note:

1. In accordance with the Administrative Measures on Related Party Transactions of Insurance Companies, the Board of the Company established a Related Party Transaction Control Committee on 17 February 2020. Mr. Chu Bende has been appointed by the Board as the chairman of the Related Party Transaction Control Committee, and Mr. Lin Hanchuan, Mr. Lo Chung Hing and Ms. Qu Xiaohui were appointed as members of the committee.
2. At the annual general meeting of the Company held on 23 June 2020, Mr. Jiang Caishi was appointed as an Executive Director of the Company. On the same day, Mr. Jiang Caishi was elected by the Board as a member of the Related Party Transaction Control Committee. The table above lists the numbers of Board meetings held and attended by each Director during his/her respective term of office.
VOTES AND EXPRESSION OF OPINIONS BY DIRECTORS
In 2020, the Company convened 11 Board meetings, of which 5 were held onsite and 6 were via

communication means. All Directors were well-informed of and fully expressed opinions about the matters considered at the Board meetings. The Directors made decisions after due consideration and all resolutions were unanimously passed, with none of the Directors having voted against any of the matters considered by the Board meetings.

In 2020, the committees of the Board convened 34 meetings in total, of which the Audit Committee convened 9 meetings, the Nomination, Remuneration and Review Committee convened 4 meetings, the Strategic Planning Committee convened 7 meetings, the Consumers' Rights and Interests Protection, Risk Management and Investment Decision-making Committee convened 7 meetings, and the Related Party Transaction Control Committee convened 7 meetings. All committees conscientiously considered the resolutions to be proposed at the Board meetings and provided professional opinions and suggestions, thereby fully performing the committees' important role of providing assistance in the decision-making process.

UNDERSTANDING THE OPERATION AND MANAGEMENT OF THE COMPANY THROUGH VARIOUS CHANNELS

In 2020, each of the Directors acquired information about the operation and management of the Company through various channels which laid a foundation for their scientific and prudent decision-making. The Directors made regular contacts with senior management officers of the Company, listened to reports of the management and the Secretary of the Board of Directors, and maintained effective communication with the external auditors so as to acquire third party information. The Audit Committee of the Board of Directors closely communicated with the Supervisory Committee so as to strengthen the supervision over the Company. The Directors also acquired knowledge about the Company and the insurance industry through various information provided by the Company, including prompt circulation of relevant documents of the State Council by the Board of Directors Office, as well as the submission of financial reports, regulatory requirements, company circulars, premium information (monthly), trading information of the Company's Shares (monthly) and announcements of major matters of the Company through various means such as the OA system, emails and paper documents.

- 46 -

APPENDIX VI

PERFORMANCE REPORT OF THE DIRECTORS FOR 2020

IV. OTHER WORK DONE TO IMPROVE THE OPERATION AND MANAGEMENT OF THE

COMPANY

During 2020, all Directors performed their duties and responsibilities in a diligent and faithful way, listened conscientiously to reports from relevant personnel on the business development, financial management, related party transactions and other affairs of the Company, got an understanding of day-to-day operation and potential operation risks of the Company in a timely manner, gave opinions and exercised functions and powers at the meetings of the Board of Directors, performed their duties and responsibilities as Directors proactively and effectively, and safeguarded the legal rights and interests of the Company and minority Shareholders.

WORK APPRAISAL AND APPRAISAL OF THE PERFORMANCE OF THE BOARD OF DIRECTORS AND THE MANAGEMENT FOR THE YEAR

During 2020, all Directors acted honestly and in good faith for the interests of the Company as a whole and paid special attention to the legal rights and interests of the public Shareholders and minority Shareholders in the decision-making process.

In 2020, all Directors participated earnestly in continuous professional development. The Directors received trainings or conducted research or exchange in areas of corporate governance, laws and regulations relating to corporate finance, professional knowledge, professional norms, etc., which continuously enhanced their related knowledge and skills, and they proactively put forward various timely and appropriate advice and suggestions on the Company's management and development.

The Board of Directors made collective decisions and acted objectively on the development strategy, business plan, financial control, risk management, personnel management and other matters of the Company. All Directors used their best efforts to handle the affairs of the Board of Directors and the corporate governance of the Company was further enhanced.

The Board fully implemented the spirits passed down by the Central Government, the State and the CBIRC and operated in a solid and efficient manner and in compliance with relevant rules, played an effective role in the decision-making process of major matters of the Company. The management of the Company conscientiously implemented the resolutions of the Board of Directors. They were devoted to their duties and responsibilities and acted bravely to continuously strengthen the operation and management of the Company, shouldered more responsibilities as a financing state-owned enterprise by taking an active part in pandemic control, took it as their mission to promote the development of the industry and played a leading role in the industry, and fulfilled various business targets for 2020 as set by the Board of Directors in a relatively satisfactory way.

- 47 -

APPENDIX VII	REPORT ON THE IMPLEMENTATION OF
	RELATED PARTY TRANSACTIONS FOR 2020

In 2020, PICC Property and Casualty Company Limited (the "Company") continuously and diligently adhered to laws, regulations and regulatory requirements governing related party transactions and actively performed its obligations as a listed company to ensure the related party transactions management system operated in a sustainable, organized and effective manner. In accordance with the Measures on the Administration of Related Party Transactions of Insurance Companies (Yin Bao Jian Fa [2019] No.35) issued by the CBIRC, the implementation of the related party transactions of the Company for the year of

2020 are reported as follows:

UPDATING OF THE LIST OF RELATED PARTIES

By following the criteria for determining the related parties as set out by the CBIRC, the Ministry of Finance and The Stock Exchange of Hong Kong Limited, the Company further established and improved the archive containing information on related parties. As of the end of December 2020, the Company had collected and reported to the CBIRC totally 538 pieces of information on natural person related parties and 118 pieces of information on corporate related parties.

EXECUTION AND PERFORMANCE OF RELATED PARTY TRANSACTION AGREEMENTS

In 2020, the Company implemented totally 411 related party transaction agreements, all of which complied with the stringent approval and appropriate disclosure procedures. The pricing principles of the related party transactions were fair, and the terms of these transactions were fair and reasonable. The relevant responsible departments monitored the implementation of the related party transactions to ensure the compliance of the implementation of the related party transactions and that the related party transactions were conducted in the interests of the Company and the Shareholders as a whole.

EXECUTION OF INTERNAL DECISION-MAKING PROCESS OF RELATED PARTY TRANSACTIONS

The Company strictly followed the internal decision-making process of the related party transactions pursuant to the Measures on the Administration of Related Party Transactions of Insurance Companies (Yin Bao Jian Fa [2019] No. 35) issued by the CBIRC. In terms of general related party transactions, the Company considered and granted the approval by strictly following the internal authorization procedures. In terms of material related party transactions, to ensure compliance with the approval procedures for related party transactions, the Company stringently followed the regulatory requirements and corporate governance procedures and submitted them to the meetings of the Board of Directors or Shareholders' general meetings for their approval.

IV. REPORTING OF MATERIAL RELATED PARTY TRANSACTIONS AND CONTINUING

RELATED PARTY TRANSACTIONS

In 2020, 2 related party transactions were classified as material related party transactions and reported to the CBIRC: The First was the joint investment together with PICC Life Insurance Company Limited and PICC Health Insurance Company Limited to establish PICC Real Estate (Shenzhen) Company Limited, and

- 48 -

APPENDIX VII	REPORT ON THE IMPLEMENTATION OF
	RELATED PARTY TRANSACTIONS FOR 2020

the investment amount of the Company was RMB2.477 billion. The Second was the joint capital increase in North Information Center together with PICC Life Insurance Company Limited and PICC Health Insurance Company Limited, and the capital increase investment amount of the Company was RMB1.678 billion.

7 related party transactions were classified as continuing related party transactions and reported to the CBIRC. The First were the business cooperation framework agreements on reinsurance cooperation with PICC Reinsurance Company Limited and PICC HK, respectively. The Second were the network service agreements with People's Insurance Company (Group) of China Limited, PICC Health Insurance Company Limited, PICC Investment Holding Company Limited, PICC Asset Management Company Limited, PICC Financial Services Company Limited and Zhongsheng International Insurance Brokers Company Limited. The Third was the package deal on South Information Center services with People's Insurance Company (Group) of China Limited. The Fourth were the overseas entrusting management agreement and the supplementary agreement with PICC Asset Management (Hong Kong) Company Limited. The Fifth was the payment service cooperation supplementary agreement with PICC Financial Services Company Limited. The Sixth was the integrated quotes and supply agreement with Bangbang Automobile Sales Service (Beijing) Company Limited. The Seventh was the procurement agreement on cloud artificial intelligence and claim settlement system with Bangbang Automobile Sales Service (Beijing) Company Limited. The above- mentioned related party transactions were reported to the CBIRC according to the regulatory requirements.

DISCLOSURE OF RELATED PARTY TRANSACTIONS

In 2020, the Company disclosed information about 32 related party transactions pursuant to the Measures on the Administration of Related Party Transactions of Insurance Companies (Yin Bao Jian Fa [2019] No. 35), the Measures on the Administration of Information Disclosure of Insurance Companies (Bao Jian Hui Ling [2018] No. 2) and the Standards for the Information Disclosure of Utilisation of Capital by Insurance Companies: No. 1: Related Party Transactions (Bao Jian Fa [2014] No. 44).

VI. REPORTING AND REVISION OF RELATED PARTY TRANSACTIONS MANAGEMENT

POLICIES

The current effective management policies of the Company were the Measures on the Management of Related Party Transactions of PICC Property and Casualty Company Limited (Ren Bao Cai Xian Fa [2020] No. 929) and the Operational Guidelines on the Management of Related Party Transactions of PICC Property and Casualty Company Limited (Ren Bao Cai Xian Ban Fa [2020] No. 351). The above-mentioned policies were registered with CBIRC for file.

VII. AUDIT AND INSPECTION ON RELATED PARTY TRANSACTIONS MANAGEMENT

In December 2020, the Xi'an Monitoring and Auditing Center of the Company formed an audit team to conduct special audit on the related party transactions and the implementation of the related party transactions management policies, and made suggestions to improve the management of related party transactions, which promoted the compliant operation of the related party transactions management system.

- 49 -

NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 2328)

NOTICE IS HEREBY GIVEN that an annual general meeting of PICC Property and Casualty Company Limited (the "Company") will be held at PICC Building, No. 88 Xichang'an Street, Xicheng District, Beijing, the PRC on 18 June 2021 (Friday) at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the appointment of Mr. Yu Ze as an executive director of the Company with the term of office, upon approval at the general meeting, commencing from the date of obtaining approval for his Director qualification from the CBIRC and ending upon the expiry of the term of appointment of the 5th session of the Board of the Company.
To consider and approve the Report of the Board of Directors of the Company for 2020.
To consider and approve the Report of the Supervisory Committee of the Company for 2020.
To consider and approve the audited financial statements and the Auditor's Report of the Company for the year ended 31 December 2020.
To consider and approve the profit distribution plan of the Company for 2020.
To consider and approve Directors' fees for 2021.
To consider and approve Supervisors' fees for 2021.
To consider and appoint PricewaterhouseCoopers as the international auditor of the Company and appoint PricewaterhouseCoopers Zhong Tian LLP as the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting, and to authorise the Board of Directors to fix their remuneration.
To consider and approve the performance report and the performance evaluation results of the Independent Directors of the Company for 2020.

SPECIAL RESOLUTIONS

10. To consider and approve the proposed amendments to the Articles of Association as set out in Appendix III to this circular, and to authorise the chairman of the Board of Directors to make amendments to the Articles of Association as he deems necessary, appropriate and expedient in

- 50 -

NOTICE OF ANNUAL GENERAL MEETING

accordance with the applicable laws and regulations and the requirements of the CBIRC and other relevant authorities. The amendments to the Articles of Association as referred to in this special resolution shall become effective subject to the relevant approval of the CBIRC.

To grant a general mandate to the Board of Directors to separately or concurrently issue, allot or deal with additional domestic shares and H shares in the Company not exceeding 20% of each of the aggregate nominal amount of the domestic shares and H shares of the Company in issue within 12 months from the date on which shareholders' approval is obtained, and to authorise the Board of Directors to increase the registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the issuance or allotment of shares.
To consider and approve the issue of a 10-year capital supplementary bonds in an aggregate amount of RMB15 billion by the Company within 12 months from the date of approval by the AGM, and to authorise the Board of Directors to delegate the management of the Company to determine and implement a detailed plan for the issue, including but not limited to the issue date, issue size, form of the issue, tranches and number of the issue, coupon rate and conditions and deal with relevant specific matters relating to the issue, and do all such acts and things and execute all such documents as it may in its opinion consider necessary, appropriate or expedient.

ORDINARY RESOLUTION

13. To consider and approve the proposed amendments to the Procedural Rules for the Board of Directors as set out in Appendix IV to this circular, and to authorise the chairman of the Board of Directors to make corresponding revisions to these proposed amendments as he deems necessary and appropriate in accordance with the requirements imposed by the relevant regulatory authorities and by the stock exchange of the place where the Company is listed from time to time during the approval process.

AS REPORTING DOCUMENTS

To review the Performance Report of the Directors of the Company for 2020.
To review the Report on the Implementation of Related Party Transactions of the Company for 2020.

By Order of the Board

PICC Property and Casualty Company Limited

Zou Zhihong

Secretary of the Board

Beijing, the PRC, 3 May 2021

- 51 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from 19 May 2021 (Wednesday) to 18 June 2021 (Friday), both days inclusive, during which no transfer of shares will be registered. Holders of H shares and domestic shares whose names appear on the register of members of the Company on 18 June 2021 (Friday) are entitled to attend and vote at this meeting. In order for holders of H shares of the Company to qualify for attending and voting at this meeting, all transfer documents accompanied by the relevant H 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 18 May 2021 (Tuesday) for registration.
A shareholder entitled to attend and vote at this meeting 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 this meeting 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 Board of Directors Office of the Company for holders of domestic shares and at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 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 this meeting 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 this meeting or any adjournment thereof if he so wishes.
Holders of domestic shares and holders of H shares who intend to attend this meeting in person or by proxy shall deposit the reply slip at the Board of Directors Office of the Company and at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (fax no.: (852) 2865 0990), respectively on or before 29 May 2021 (Saturday) by hand, by post or by fax.
Shareholders or their proxies attending this meeting (and any adjournment thereof) shall produce their identity documents.

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PICC Property & Casualty Co. Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 09:31:06 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:35 2024-04-19 am EDT			5-day change	1st Jan Change
10.14 ^HKD	-0.98%		+1.81%	+9.27%

Apr. 19	Nomura Adjusts PICC Property and Casualty’s Price Target to HK$12.23 From HK$12.51, Keeps at Buy	MT
Apr. 15	PICC Group Logs 253 Billion Yuan in Q1 Premium Income	MT

PICC Property and Casualty Company Limited

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2328

CNE100000593

Property & Casualty Insurance

PICC Property and Casualty : BUSINESS OF THE ANNUAL GENERAL MEETING AND NOTICE OF ANNUAL GENERAL MEETING

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Sector Insurance - Automobile

	THE EXISTING ARTICLES		THE AMENDED ARTICLES
ARTICLE 4: The legal representative of the	ARTICLE 4: The legal representative of the
Company shall be the chairman of its board of	Company shall be the chairmanpresidentof its
directors.	board of directors.
The legal representative shall represent the	The legal representative shall represent the
Company externally, and shall exercise the	Company externally, and shall exercise the
following functions and powers:	following functions and powers:
(i)	to sign contracts on behalf of the	(i)	to sign contracts on behalf of the
	Company;		Company;
(ii)	to take legal proceedings on behalf of the	(ii)	to take legal proceedings on behalf of the
	Company;		Company;
(iii)	to attend on behalf of the Company the	(iii)	to attend on behalf of the Company the
	shareholders' general meetings of any		shareholders' general meetings of any
	other companies in which the Company		other companies in which the Company
	has equity participation or controlling		has equity participation or controlling
	stake;		stake;

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