Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2318) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of Ping An Insurance (Group) Company of China, Ltd. (the "Company") will be held at 10:00 a.m. on Wednesday, June 27, 2012 at Ping An School of Financial Services, Guanlan, Shenzhen, Guangdong Province, PRC for the purposes of considering and, if thought fit, passing the following resolutions: AS ORDINARY RESOLUTIONS
1. To consider and approve the report of the board of
directors of the Company (the
"Board of Directors") for the year ended December 31,
2011.
2. To consider and approve the report of the supervisory
committee of the Company
(the "Supervisory Committee") for the year ended December 31,
2011.
3. To consider and approve the annual report and its summary
of the Company for the year ended December 31, 2011.
4. To consider and approve the report of the auditors and
audited financial statements of the Company for the year
ended December 31, 2011.
5. To consider and approve the profit distribution plan for
the year ended December 31,
2011 and the proposed distribution of final dividends.
6. To consider and approve the re-appointment of Ernst &
Young Hua Ming as the PRC auditors and Ernst & Young as the
international auditors of the Company to hold office until
the conclusion of the next annual general meeting and to
authorize the Board of Directors to fix their
remuneration.
7. To consider and approve the election of Directors for the
9th session of the Board of Directors.
7.1 To consider and approve the re-election of Mr. Ma Mingzhe
as an Executive Director of the Company to hold office until
the expiry of the term of the 9th Session of the Board of
Directors.
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7.2 To consider and approve the re-election of Mr. Sun Jianyi
as an Executive Director of the Company to hold office until
the expiry of the term of the 9th Session of the Board of
Directors.
7.3 To consider and approve the election of Mr. Ren Huichuan
as an Executive Director of the Company to hold office until
the expiry of the term of the 9th Session of the Board of
Directors.
7.4 To consider and approve the re-election of Mr. Yao Jason
Bo as an Executive Director of the Company to hold office
until the expiry of the term of the 9th Session of the Board
of Directors.
7.5 To consider and approve the election of Mr. Ku Man as an
Executive Director of the Company to hold office until the
expiry of the term of the 9th Session of the Board of
Directors.
7.6 To consider and approve the re-election of Ms. Lin Lijun
as a Non-executive Director of the Company to hold office
until the expiry of the term of the 9th Session of the Board
of Directors.
7.7 To consider and approve the re-election of Mr. Wong Tung
Shun Peter as a Non-executive Director of the Company to hold
office until the expiry of the term of the 9th Session of the
Board of Directors.
7.8 To consider and approve the re-election of Mr. Ng Sing
Yip as a Non-executive Director of the Company to hold office
until the expiry of the term of the 9th Session of the Board
of Directors.
7.9 To consider and approve the re-election of Ms. Li Zhe as
a Non-executive Director of the Company to hold office until
the expiry of the term of the 9th Session of the Board of
Directors.
7.10 To consider and approve the re-election of Mr. Guo Limin
as a Non-executive Director of the Company to hold office
until the expiry of the term of the 9th Session of the Board
of Directors.
7.11 To consider and approve the re-election of Mr. Fan
Mingchun as a Non- executive Director of the Company to hold
office until the expiry of the term of the 9th Session of the
Board of Directors.
7.12 To consider and approve the election of Mr. Cheng Siu
Hong as a Non- executive Director of the Company to hold
office until the expiry of the term of the 9th Session of the
Board of Directors.
7.13 To consider and approve the re-election of Mr. Zhang
Hongyi as an Independent Non-executive Director of the
Company to hold office until the expiry of the term of the
9th Session of the Board of Directors.
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7.14 To consider and approve the re-election of Mr. Mr. Chen
Su as an Independent Non-executive Director of the Company to
hold office until the expiry of the term of the 9th Session
of the Board of Directors.
7.15 To consider and approve the re-election of Mr. Xia
Liping as an Independent Non-executive Director of the
Company to hold office until the expiry of the term of the
9th Session of the Board of Directors.
7.16 To consider and approve the re-election of Mr. Tang
Yunwei as an Independent Non-executive Director of the
Company to hold office until the expiry of the term of the
9th Session of the Board of Directors.
7.17 To consider and approve the re-election of Mr. Lee Ka
Sze Carmelo as an Independent Non-executive Director of the
Company to hold office until the expiry of the term of the
9th Session of the Board of Directors.
7.18 To consider and approve the re-election of Mr. Woo Ka
Biu Jackson as an Independent Non-executive Director of the
Company to hold office until the expiry of the term of the
9th Session of the Board of Directors.
7.19 To consider and approve the election of Mr. Stephen
Thomas Meldrum as an Independent Non-executive Director of
the Company to hold office until the expiry of the term of
the 9th Session of the Board of Directors.
8. To consider and approve the election of Independent
Supervisors and Supervisor representing the shareholders of
the Company for the 7th session of the Supervisory
Committee.
8.1 To consider and approve the re-election of Mr. Gu Liji as
an Independent Supervisor of the Company to hold office until
the expiry of the term of the 7th Session of the Supervisory
Committee.
8.2 To consider and approve the re-election of Mr. Sun Fuxin
as an Independent Supervisor of the Company to hold office
until the expiry of the term of the 7th Session of the
Supervisory Committee.
8.3 To consider and approve the re-election of Mr. Peng
Zhijian as an Independent Supervisor of the Company to hold
office until the expiry of the term of the 7th Session of the
Supervisory Committee.
8.4 To consider and approve the election of Mr. Lin Li as a
Supervisor of the Company representing the shareholders of
the Company to hold office until the expiry of the term of
the 7th Session of the Supervisory Committee.
9. To consider and approve the Resolution Relating to
Reviewing the Continuing Connected Transactions Conducted
between Ping An Group and Connected Banks in the Ordinary and
Usual Course of Business.
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10. To hear the Performance Report of the Directors for the
Year 2011 of the Company.
11. To hear the Performance Report of the Independent
Directors for the Year 2011 of the Company.
12. To hear the Report on Connected Transactions and
Implementation of Management
System of Connected Transactions for the Year 2011.
By order of the Board of Directors
Chairman and Chief Executive Officer
Shenzhen, PRC March 28, 2012
As at the date of this notice, the Executive Directors of the
Company are Ma Mingzhe, Sun Jianyi, Wang Liping and Yao Jason
Bo; the Non-executive Directors are Lin Lijun, Wong Tung Shun
Peter, Ng Sing Yip, Li Zhe, Guo Limin, Cheung Chi Yan Louis
and Fan Mingchun; the Independent Non-executive Directors are
Zhang Hongyi, Chen Su, Xia Liping, Tang Yunwei, Lee Ka Sze
Carmelo, Chung Yu-wo Danny and Woo Ka Biu Jackson.
Notes:
1. In order to determine the list of shareholders who are entitled to attend the annual general meeting of the
Company, the H share register of members will be closed from Monday, May 28, 2012 to Wednesday, June 27,
2012, both days inclusive, during which period no transfer of shares will be effected. Holders of the Company's H shares whose names appear on the register of members on Wednesday, June 27, 2012 are entitled to attend the meeting. In order to attend and vote at the meeting, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (the "H Share Registrar") at or before 4:30 p.m. on Friday, May 25, 2012. The address of the transfer office of H Share Registrar is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. The registration date and arrangements in relation to the rights of holders of A shares of the Company to attend the annual general meeting of the Company will be separately announced in the PRC.
2. A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
4. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H Share Registrar of the Company, at the address of 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 holding the meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so wishes.
5. Shareholders who intend to attend the meeting in person or by proxy should return the reply slip to the
Company's principal place of business in the PRC or Hong Kong on or before Thursday, June 7, 2012 by hand,
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by post or by fax. The Company's principal place of business in the PRC is at 15-18th Floors, Galaxy Development Center, Fu Hua No. 3 Road, Futian District, Shenzhen, PRC (Tel: (86 755) 400 8866 338, Fax: (86 755) 8243 1029). The contact persons are LI Yan (H