China Pacific Regulatory News (CPIC)

23 April 2021

CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

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

Notice of the 2020 Annual General Meeting

NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM" or "Annual General Meeting") of China Pacific Insurance (Group) Co., Ltd. (the "Company" or "CPIC") will be held at InterContinental Shenzhen Dameisha Resort, Shenzhen, Guangdong, the PRC, on Friday, 28 May 2021 at 1:30 p.m., for the purpose 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 for the year 2020

2. To consider and approve the report of the Board of Supervisors of the Company for the year 2020

3. To consider and approve the annual reports of the Company for the year 2020

4. To consider and approve the financial statements and report of the Company for the year 2020

5. To consider and approve the profit distribution plan of the Company for the year 2020

6. To consider and approve the proposal on the appointment of auditors of the Company for the year 2021

7. To consider and approve the due diligence report of the Directors of the Company for the year 2020

8. To consider and approve the report on performance of Independent Directors of the Company for the year 2020

9. To consider and approve the donations for the year 2021 of the Company

AS SPECIAL RESOLUTIONS:

10. To consider and approve the change of the registered capital of the Company from RMB 9,062,000,000 to RMB 9,620,341,455

11. To consider and approve the proposed amendments to the Articles of Association of the Company in the manner stipulated in the section entitled "10. Proposed Amendments to the Articles of Association and the Rules of Procedure for Shareholders' General Meetings" as set out in Appendix I and to authorise the chairman or his authorised person to make such revisions to the proposed amendments to the Articles of Association as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the amended Articles of Association

12. To consider and approve the proposed amendments to the rules of procedure for Shareholders' general meetings in the manner stipulated in the section entitled "10. Proposed Amendments to the Articles of Association and the Rules of Procedure for Shareholders' General Meetings" as set out in Appendix I and to authorise the chairman or his authorised person to make such revisions to the proposed amendments to the rules of procedure for Shareholders' general meetings as he deems necessary and appropriate in accordance with the requirements of regulatory authorities during the Company's approval process for the amended rules of procedure for Shareholders' general meetings

13. As special business, to authorise the Board of Directors of the Company to determine if the Company shall allot, issue and deal with, A Shares and H Shares, separately or concurrently, according to market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of each of the A Shares or H Shares of the Company in issue on the date of the passing of this special resolution. However, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new A Shares would require another shareholders' approval at a Shareholders' meeting in accordance with the relevant PRC laws and regulations

(1) Subject to paragraphs (3) and (4) below and pursuant to the Company Law of the People's Republic of China (the "Company Law") and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed, the Board of Directors shall be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new shares during the Relevant Period (as hereinafter defined) and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:

(a) the class and number of new shares to be issued;

(b) the method of determining the issue price and/or the issue price (including the price range of new Shares);

(c) the starting and closing dates for the issue;

(d) class and number of the new shares to be issued to existing shareholders; and

(e) the making or granting of offers, agreements and options which might require the exercise of such powers.

(2) The approval in paragraph (1) shall authorise the Board of Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period.

(3) The aggregate nominal amount of the new A Shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (1), other than the shares issued pursuant to a Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of each of the A Shares and H Shares of the Company in issue as at the date of passing this resolution.

(4) In exercising the powers granted in paragraph (1), the Board of Directors must (a) comply with the Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

(5) For the purpose of this resolution:

"Relevant Period" means the period from the date of passing this resolution until the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the 12-month period following the passing of this resolution; and

(c) the revocation or variation of the mandate granted under this resolution by a special resolution of the Company's shareholders in a general meeting.

"Rights Issue" means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.

(6) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, shall be authorised to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (1) above.

(7) The Board of Directors shall be authorised to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, and regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed, and the Articles of Association.

(8) Subject to the approval of the relevant PRC authorities, the Board of Directors shall be authorised to make amendments to the Articles of Association as appropriate and necessary after the completion of the allotment and issue of new shares according to the method of the allotment and issue of new shares by the Company, the type and number of new shares to be allotted and issued by the Company, and the actual shareholding structure of the Company at the time of completion of the allotment and issue of new shares, in order to reflect the changes in the share capital structure and the registered capital of the Company pursuant to the exercise of this mandate.

For details on above resolutions, please see the Appendices at http://www.rns-pdf.londonstockexchange.com/rns/4673W_1-2021-4-23.pdf

By Order of the Board of Directors

China Pacific Insurance (Group) Co., Ltd.

KONG Qingwei

Chairman

About CPIC

CPIC is a joint stock company established under the laws of the People's Republic of China with limited liability.

CPIC's registered office is located at 1 South Zhongshan Road, Huangpu District, Shanghai, the People's Republic of China.