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)

PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS, PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The EGM of PICC Property and Casualty Company Limited will be held at PICC Building, No. 88 Xichang'an Street, Xicheng District, Beijing, the People's Republic of China on 7 March 2019 (Thursday) at 9:00 a.m. The notice of EGM is set out on pages 17 to 19 of this circular.

If you intend to appoint a proxy to attend the EGM, 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 EGM or any adjournment thereof (as the case may be). If you intend to attend the EGM 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 15 February 2019 (Friday). Completion and return of a proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

21 January 2019

APPENDIX II

NOTICE OF EXTRAORDINARY GENERAL MEETING ...................

APPENDIX I

CONTENTS

Page

DEFINITIONS .....................................................

1

LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS . . . . . . .

4

PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS . . . . . .

4

EXTRAORDINARYGENERALMEETING ............................

5

RECOMMENDATION ............................................

5

6

14

17

  • - PROFILES OF THE PROPOSED DIRECTORS .......

  • - PROFILES OF THE PROPOSED SUPERVISORS .....

-i-

DEFINITIONS

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

"Articles of Association"

the articles of association of the Company, as amended

from time to time

"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 Stock

Exchange of Hong Kong Limited

"Company Law"

the Company Law of the People's Republic of China, as

amended, supplemented or otherwise modified from time

to time

"Director(s)"

director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be

held at PICC Building, No. 88 Xichang'an Street,

Xicheng District, Beijing, the PRC on 7 March 2019

(Thursday) at 9:00 a.m.

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"PRC" or "China"

the People's Republic of China, excluding, for the

purposes of this circular only, Hong Kong, Macau Special

Administrative Region of the People's Republic of China

and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

-1-

DEFINITIONS

"Share(s)"

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

"U.S.A."

the United States of America

-2-

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:

Executive Directors:

Tower 2, No. 2 Jianguomenwai Avenue

Miao Jianmin, Chairman

Chaoyang District

Lin Zhiyong, Vice Chairman, President

Beijing 100022

the People's Republic of China

Non-executive Directors:

Xie Yiqun

Place of business in Hong Kong:

Li Tao

15th Floor

Guangdong Investment Tower

Independent Non-executive Directors:

148 Connaught Road Central

Lin Hanchuan

Central

Lo Chung Hing (SBS)

Hong Kong

Na Guoyi

Ma Yusheng

Chu Bende

Qu Xiaohui

21 January 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS, PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you the notice of EGM and the information on the proposed resolutions in relation to the re-election and appointment of Directors and Supervisors to be considered at the EGM to enable you to make an informed decision on whether to vote for or against these resolutions at the EGM.

-3-

Attachments

  • Original document
  • Permalink

Disclaimer

PICC Property & Casualty Co. Ltd. published this content on 18 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 January 2019 11:18:03 UTC