China Pacific Insurance : Articles of Association

China Pacific Insurance (Group) Co., Ltd.

Articles of Association

(Considered and approved at the first Extraordinary General Meeting

of the Company for 2024 on 29 February 2024)

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Record of Preparation of and Amendments to the Articles of Association

No.	Issues	Date of Decision	Meeting	Ref No. of Approval Document
1	Preparation of the	25 April 1991	The first meeting of the first Board	Approval of the Establishment of China
	Articles		of Directors of China Pacific	Pacific Insurance Company (Yin Fu
			Insurance Company	[1991] No. 149)
2	The 1st amendment	5 September 1995	The Annual General Meeting of	Approval of the Articles of Association
			China Pacific Insurance Company	of China Pacific Insurance Company
			for 1995	(Yin Fu [1995] No. 61)
3	The 2nd amendment	6 April 2001	The Annual General Meeting of	Approval of the Change from China
			China Pacific Insurance Company	Pacific Insurance Company to China
			for 2000	Pacific Insurance (Group) Co., Ltd. (Bao
				Jian Bian Shen [2001] No. 26)
4	The 3rd amendment	16 August 2001	The first Extraordinary General	Approval of Confirmation on the Nature,
			Meeting of China Pacific Insurance	Shareholder and Promoter and Other
			Company for 2001	Matters of China Pacific Insurance
				Company (Bao Jian Fu [2001] No. 239)
5	The 4th amendment	8 August 2002	The first Extraordinary General	Approval of the Change of Capital
			Meeting of China Pacific Insurance	Amount and Amendments to the Articles
			(Group) Co., Ltd. for 2002	of China Pacific Insurance (Group) Co.,
				Ltd. (Bao Jian Bian Shen [2002] No.
				119)
6	The 5th amendment	22 April 2003	The Annual General Meeting of	Approval of the Amendments to the
			China Pacific Insurance (Group)	Articles of China Pacific Insurance
			Co., Ltd. for 2002	(Group) Co., Ltd. (Bao Jian Fu [2003]
				No. 94)
7	The 6th amendment	28 February 2007	The second Extraordinary General	Approval of the Amendments to the
			Meeting of China Pacific Insurance	Articles of China Pacific Insurance
			(Group) Co., Ltd. for 2007	(Group) Co., Ltd. (Bao Jian Fa Gai
				[2007] No. 619)
8	The 7th amendment	30 April 2007	The Annual General Meeting of	Approval of the Amendments to the
			China Pacific Insurance (Group)	Articles of China Pacific Insurance
			Co., Ltd. for 2006	(Group) Co., Ltd. (Bao Jian Fa Gai
				[2007] No. 1183)
9	The 8th amendment	11 June 2007	The fourth Extraordinary General
			Meeting of China Pacific Insurance
			(Group) Co., Ltd. for 2007

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No.	Issues	Date of Decision	Meeting	Ref No. of Approval Document
10	The 9th amendment	21	March 2008	The first Extraordinary General	Approval of the Amendments to the
				Meeting of China Pacific Insurance	Articles of China Pacific Insurance
				(Group) Co., Ltd. for 2008	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2008] No. 559)
11	The 10th	26	May 2009	The Annual General Meeting of	Approval of the Amendments to the
	amendment			China Pacific Insurance (Group)	Articles of China Pacific Insurance
				Co., Ltd. for 2008	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2009] No. 763)
12	The 11th	31	August 2009	The second Extraordinary General	Approval of the Amendments to the
	amendment			Meeting of China Pacific Insurance	Articles of China Pacific Insurance
				(Group) Co., Ltd. for 2009	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2010] No. 695)
13	The 12th	3 June 2010	The Annual General Meeting of	Approval of the Amendments to the
	amendment			China Pacific Insurance (Group)	Articles of China Pacific Insurance
				Co., Ltd. for 2009	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2010] No. 960)
14	The 13th	18	May 2011	The Annual General Meeting of	Approval of the Amendments to the
	amendment			China Pacific Insurance (Group)	Articles of China Pacific Insurance
				Co., Ltd. for 2010	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2011] No. 954)
15	The 14th	11	May 2012	The Annual General Meeting of	Approval of the Amendments to the
	amendment			China Pacific Insurance (Group)	Articles of China Pacific Insurance
				Co., Ltd. for 2011	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2012] No. 765)
16	The 15th	25	October 2012	The first Extraordinary General	Approval of the Amendments to the
	amendment			Meeting of China Pacific Insurance	Articles of China Pacific Insurance
				(Group) Co., Ltd. for 2012	(Group) Co., Ltd. (Bao Jian Fa Gai
					[2012] No. 1531)

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No.	Issues	Date of Decision	Meeting	Ref No. of Approval Document
17	The 16th	9 June 2017	The Annual General Meeting of	Approval of the Amendments to the
	amendment		China Pacific Insurance (Group)	Articles of China Pacific Insurance
			Co., Ltd. for 2016	(Group) Co., Ltd. (Bao Jian Xu Ke
				[2017] No. 846)
18	The 17th	27 December 2017	The first Extraordinary General	Approval of the Amendments to the
	amendment		Meeting of China Pacific Insurance	Articles of China Pacific Insurance
			(Group) Co., Ltd. for 2017	(Group) Co., Ltd. (Bao Jian Xu Ke
				[2018] No. 109)
19	The 18th	5 June 2019	The Annual General Meeting of	Approval of the Amendments to the
	amendment		China Pacific Insurance (Group)	Articles of China Pacific Insurance
			Co., Ltd. for 2018	(Group) Co., Ltd. (Yin Bao Jian Fu
				[2019] No. 681)
20	The 19th	12 May 2020	The Annual General Meeting of	Approval by CBIRC of the Amendments
	amendment		China Pacific Insurance (Group)	to the Articles of China Pacific Insurance
			Co., Ltd. for 2019	(Group) Co., Ltd. (Yin Bao Jian Fu
				(2020) No. 378)
21	The 20th	21 August 2020	The first Extraordinary General	Approval by CBIRC of the Amendments
	amendment		Meeting of China Pacific Insurance	to the Articles of China Pacific Insurance
			(Group) Co., Ltd. for 2020	(Group) Co., Ltd. (Yin Bao Jian Fu
				(2020) No. 932)
22	The 21st	28 May 2021	The Annual General Meeting of	Approval by CBIRC of the Amendments
	amendment		China Pacific Insurance (Group)	to the Articles of China Pacific Insurance
			Co., Ltd. for 2020	(Group) Co., Ltd. Yin Bao Jian Fu (2021)
				No. 721
23	The 22nd	8 June 2022	The Annual General Meeting of	Approval by CBIRC of the Amendments
	amendment		China Pacific Insurance (Group)	to the Articles of China Pacific Insurance
			Co., Ltd. for 2021	(Group) Co., Ltd. Yin Bao Jian Fu (2022)
				No. 542

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Chapter I General Provisions

Article 1 The Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Insurance Law of the People's Republic of China (the "Insurance Law"), the Constitution of the Communist Party of China (the "Party Constitution"), the Special Provisions of the State Council on the Offshore Offering and Listing of Companies Limited By Shares (the "Special Provisions"), the Mandatory Provisions for the Articles of Association of Companies Listing Overseas, the Guidelines on the Articles of Association of Listed Companies and the Corporate Governance Standards for Listed Companies prescribed by the China Securities Regulatory Commission (the "CSRC"), the Opinion Concerning Standardizing the Articles of Association of Insurance Companies and the Guidance on Articles of Association of Insurance Companies prescribed by the China Insurance Regulatory Commission (the "CIRC"), the Corporate Governance Standards for Banking and Insurance Institutions prescribed by the China Banking and Insurance Regulatory Commission (the "CBIRC"), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "HKSE") (the "Listing Rules") and other relevant laws and regulations for the purposes of protecting the legitimate rights and interests of the Company and its Shareholders and creditors and regulating the organization and activities of the Company.

Article 2 China Pacific Insurance Co., Ltd. is a joint stock insurance company established in 1991 in accordance with the approval reply issued by the People's Bank of China (Yin Fu [1991] No. 149). On 13 May 1991, the Company registered its incorporation with the State Administration for Industry and Commerce (the "SAIC") and obtained the Enterprise Legal Person Business License. In accordance with the requirements stipulated in the Company Law and the Insurance Law, and upon confirmation by the approval reply issued by the CIRC (Bao Jian Fu [2001] No. 239), China Pacific Insurance Co., Ltd. is to be regulated as a joint stock company with limited liability and its name has been changed to China Pacific Insurance (Group) Co., Ltd. (the "Company"). On 24 October 2001, the Company obtained a replacement of the Enterprise Legal Person Business License issued by the SAIC and its unified social credit code is 91310000132211707B.

Article 3 The registered name of the Company is: 中國太平洋保險（集團）股 份有限公司. The English name in full is: CHINA PACIFIC INSURANCE (GROUP) CO., LTD.

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Article 4 The domicile of the Company is: 1 South Zhongshan Road, Huangpu District, Shanghai, China.

Postal Code: 200010

Telephone: [phone]

Fax: [phone]

Website: www.cpic.com.cn

Article 5 The legal representative of the Company shall be the Chairman of the board of directors (the "Board") of the Company.

Article 6 The Company shall be a perpetually existing company limited by shares.

Article 7 The entire capital of the Company shall be divided into shares of equal value. The liability of the Shareholders with respect to the Company shall be limited to the shares respectively subscribed for by them and the Company shall undertake liability for its debts with all its assets.

Article 8 In accordance with the Company Law and the Party Constitution, a party organization of the Communist Party of China (the "Party Organization") shall be set up within the Company to carry out activities of the Party. The Company shall provide necessary facilitations for the activities of the Party Organization.

The Party Organization is an integral part of the corporate governance structure of the Company. The establishment, division of duties and tasks of the Party Organization shall be included in the management system, management policies and working procedures of the Company.

The Company shall maintain and optimize the leadership mechanism of cross-appointment, under which, eligible members of the Party Organization may concurrently serve as Directors, Supervisors and members of senior management and vice versa. The Party Organization of the Company shall consist of one Secretary, Vice Secretary and several members. The Chairman of the Board shall concurrently serve as the Secretary of the Party Organization, and the President of the party member shall serve as the Vice Secretary of the Party Organization.

The Party Organization shall play a leading role in guiding the direction, managing the overall situation and ensuring implementation in the Company, focusing on political direction, leadership, basic system, major decisions and Party building, and assuming the responsibility of strictly managing and governing the Party. The Company continuously strengthens the leadership of the Party and improves the organic unity of corporate governance. When making decisions for material issues of the Company, the Board of Directors shall first seek the opinion of the Party Organization of the Company. For material operation and management issues relating to national macrocontrol, national development strategies and national security, the Board of Directors shall make its decisions based on the opinions of the Party Organization.

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Article 9 These Articles of Association shall be adopted at a Shareholders' General Meeting and shall become effective and be implemented upon approval by the National Financial Regulatory Administration (the "NFRA").

These Articles of Association shall become a legally binding document that regulates the organization and activities of the Company as well as the rights and obligations between the Company and its Shareholders and among the Shareholders from the date on which it becomes effective.

In case of any inconsistency between the provisions of the promoters' agreement, the agreement on Shareholders' contributions or other Shareholders' agreements and these Articles of Association, these Articles of Association shall prevail.

Article 10 The Articles of Association shall be binding upon the Company and its Shareholders, Directors, Supervisors, the President, the Vice Presidents (including the executive the Vice Presidents, and same as herein below) and other members of senior management. The aforementioned persons may put forward a claim relating to matters of the Company in accordance with these Articles of Association.

A Shareholder may sue the Company in accordance with these Articles of Association. The Company may sue its Shareholders in accordance with these Articles of Association. A Shareholder of the Company may sue another Shareholder of the Company or any Director, Supervisor, the President, the Vice President or any other member of senior management of the Company in accordance with these Articles of Association.

For the purposes of the preceding paragraph, the term "sue" shall include bringing a lawsuit before a court or applying to an arbitration organization for arbitration.

Article 11 The qualifications of Directors, Supervisors and senior management of the Company shall be verified by the NFRA.

For the purposes hereof, the term "senior management" shall mean the Executive Directors, the President, the Vice Presidents, the Chief Actuary, the Chief Auditor, the General Counsel, the Secretary to the Board of Directors, the Chief Financial Officer, the Compliance Officer, the Auditing Officer or any other management personnel determined by the Board of Directors.

Executive Directors refer to the Directors, who, apart from serving as Directors of the Company, also assume senior management responsibilities

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Article 12 The Company may invest in any other enterprise pursuant to the relevant laws and regulations, provided that it shall not act as a capital contributor that assumes joint and several liability for the debts incurred by the enterprise in which it has invested, unless otherwise provided by law.

Article 13 The Company shall comply with the PRC laws and regulations, adhere to manage enterprises according to the law, follow the uniform guidelines and policies for finance and insurance sectors of the PRC and be subject to the supervision and regulation of the NFRA.

Chapter II Purpose and Scope of Business

Article 14 The objective of the Company is to stay focused on the insurance business based on the needs of clients, enhance the clients' experience via continuous improvements of the insurance business and seek excellence in an honest and steady manner, in hope of creating sustained values and win-win situation for its Shareholders, clients, employees, the society and other stakeholders.

Article 15 The scope of business of the Company shall be:

1. to invest in and control insurance enterprises;
2. to supervise and manage the domestic and international reinsurance businesses of its controlled insurance enterprises;
3. to supervise and manage the fund utilization businesses conducted by its controlled insurance enterprises;
4. to participate in international insurance activities after obtaining relevant approval;
5. to conduct any other business as approved by the NFRA.

Chapter III Shares and Registered Capital

Article 16 The Company shall have ordinary shares at any time. The Company may also have other classes of shares based on its needs and upon approval by the approval departments authorized by the State Council.

Article 17 The shares issued by the Company shall take the form of stocks with par value and the par value of each share shall be RMB1.00.

Article 18 The Company shall issue its shares following the principles of fairness and justice, and each share in the same class shall have the same rights.

Each share within the same class and issued at the same time shall be subject to same issue conditions and price. All entities or individuals subscribing for the shares shall pay the same price for each share.

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Article 19 The Company may issue shares to domestic investors and overseas investors upon approval by the NFRA and the CSRC.

For the purposes of the preceding paragraph, the term "overseas investors" shall refer to investors who are located overseas or in Hong Kong, Macau or Taiwan and subscribe for shares issued by the Company. The term "domestic investors" shall refer to investors who are located within the People's Republic of China (excluding Hong Kong, Macau and Taiwan) and subscribe for the shares issued by the Company.

Article 20 Shares issued by the Company to domestic investors and to be subscribed for in Renminbi shall be referred to as "domestic shares". Domestic shares listed in the PRC shall be referred to as "A Shares".

Shares issued by the Company to overseas investors and to be subscribed for in foreign currency shall be referred to as "foreign investment shares". Shares subscribed for by overseas investors which remain unlisted domestically and overseas shall be referred to as "non-listed foreign investment shares" and shares subscribed for by overseas investors which are listed overseas shall be referred to as "overseas-listed foreign investment shares".

Foreign investment shares issued by the Company and listed in Hong Kong shall be referred to as "H Shares". H Shares are shares of the Company admitted for listing on the HKSE with a par value denominated in Renminbi and subscribed for in Hong Kong dollars.

A Shares of the Company are held in centralized custody at the Shanghai branch of China Securities Depository & Clearing Corporation Limited. H Shares of the Company are mainly held in custody at the central depository institution under Hong Kong Securities Clearing Company Limited, and may also be held by Shareholders in their own names.

Upon approval by the securities regulatory authority of the State Council, Shareholders of domestic shares of the Company may transfer their shares to overseas investors and such shares may be listed or traded on stock exchanges outside the People's Republic of China. Any listing or trading of such transferred shares on any stock exchange outside the People's Republic of China shall comply with the regulatory procedures, rules and regulations of such stock exchanges.

Article 21 Upon approval of the examination and approval authority authorized by the State Council, the Company may issue a total number of up to 9,620,341,455 ordinary shares.

Article 22 The Company conducted its initial public offering of 1,000,000,000 Renminbi-denominated ordinary shares on 6 December 2007 according to the approval document issued by the CSRC (Zheng Jian Fa Xing [2007] No. 456) and such shares were listed on the Shanghai Stock Exchange on 25 December 2007.

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The Company conducted its initial public offering of 900,000,000 overseas-listed foreign investment shares on 23 November 2009 according to the approval document issued by the CSRC (Zheng Jian Xu Ke [2009] No. 1217) and such shares were listed on the HKSE on 23 December 2009.

The Company conducted a private placement of 462,000,000 overseas-listed foreign investment shares to the subscribers on 30 October 2012 according to the approval document issued by the CSRC (Zheng Jian Xu Ke [2012] No. 1424), which was completed on 14 November 2012 with such shares issued and listed on the HKSE.

According to the approval document issued by the CSRC (Zheng Jian Xu Ke [2020] No. 1053) on 2 June 2020, the Company issued 111,668,291 Global Depositary Receipts ("GDR"s), which represent 558,341,455 ordinary shares based on the conversion ratio determined by the Company and were listed on the London Stock Exchange on 22 June 2020.

The Company has issued a total number of 9,620,341,455 ordinary shares, representing 100% of all the ordinary shares.

Upon confirmation of the approval reply issued by the CIRC (Bao Jian Fu [2001] No. 239), the registered capital of the Company at its inception was RMB2,006,390,000, and the promoters and their respective shareholdings are as set out in the table below:

			Number
		Contribution	of shares	Percentage
		amount	subscribed	of the total	Methods of	Date of
No.	Name of Promoters	(RMB)	for (share)	share capital	contribution	contribution
1	Shenergy Group Co., Ltd.	300,958,500	300,958,500	15.00%	Cash	31 August 2001
2	Shanghai State-owned Assets	190,901,250	190,901,250	9.51%	Cash	31 August 2001
	Operation Co., Ltd.
3	Shanghai Jiushi Corporation	190,901,250	190,901,250	9.51%	Cash	31 August 2001
4	Yunan Hongta Group Co., Ltd.	145,000,000	145,000,000	7.23%	Cash	31 August 2001
5	Shanghai Pudong Land	8,000,000	8,000,000	0.40%	Cash	31 August 2001
	Development (Holding)
	Corporation
Total		835,761,000	835,761,000	41.65%

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