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 stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in China Reinsurance (Group) Corporation, 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.
China Reinsurance (Group) Corporation
中國再保 險（集團）股份有 限公司
(A joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 1508)
ELECTION OF MR. ZHUANG QIANZHI AS AN
EXECUTIVE DIRECTOR OF THE COMPANY
REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020 REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020 FINAL FINANCIAL ACCOUNTS REPORT FOR THE YEAR 2020 PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020 INVESTMENT BUDGET FOR FIXED ASSETS FOR THE YEAR 2021 ENGAGEMENT OF STATUTORY FINANCIAL REPORTING AUDITORS AND RELATED FEES FOR THE YEAR 2021 PERFORMANCE REPORT OF THE DIRECTORS
FOR THE YEAR 2020
PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS
FOR THE YEAR 2020
REPORT ON THE OVERALL RELATED-PARTY TRANSACTIONS
AND THE EVALUATION OF INTERNAL
TRANSACTIONS FOR THE YEAR 2020
REVIEW AND ANALYSIS OF SOLVENCY
FOR THE YEAR 2020
AND
NOTICE OF THE 2020 ANNUAL GENERAL MEETING
The AGM of China Reinsurance (Group) Corporation will be held at the meeting room on 24th Floor, China Re Building, No. 11 Jinrong Avenue, Xicheng District, Beijing, the PRC on Friday, 25 June 2021 at 9:30 a.m. The notice of the AGM is set out on pages 44 to 45 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 (i.e. before Thursday, 24 June 2021 at 9:30 a.m.) 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 Friday, 4 June 2021. 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.
10 May 2021
CONTENTS | |||
Page | |||
DEFINITIONS . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
INTRODUCTION | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
BUSINESS TO BE CONSIDERED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
THE 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
APPENDIX I | - | BUSINESS TO BE CONSIDERED AT THE AGM . . . . . . . | 6 |
APPENDIX II | - | PERFORMANCE REPORT OF THE DIRECTORS | |
FOR THE YEAR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 | ||
APPENDIX III | - | PERFORMANCE REPORT OF THE INDEPENDENT | |
DIRECTORS FOR THE YEAR 2020 . . . . . . . . . . . . . . . | 18 | ||
APPENDIX IV | - | REPORT ON THE OVERALL RELATED-PARTY | |
TRANSACTIONS AND THE EVALUATION OF | |||
INTERNAL TRANSACTIONS FOR THE YEAR 2020. . | 31 | ||
APPENDIX V | - | REVIEW AND ANALYSIS OF SOLVENCY FOR THE | |
YEAR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 40 | ||
NOTICE OF THE 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . | 44 |
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"AGM" | the annual general meeting for the year 2020 of the |
Company to be held at the meeting room on 24th Floor, | |
China Re Building, No. 11 Jinrong Avenue, Xicheng | |
District, Beijing, the PRC at 9:30 a.m. on Friday, 25 June | |
2021 | |
"Articles of Association" | the articles of association of the Company as adopted at |
our Shareholders' general meeting held on 26 June 2015, | |
24 October 2017 and 28 June 2018, respectively, and | |
approved by the CBIRC on 9 July 2015, 2 March 2016 | |
and 16 January 2019, respectively | |
"Board" or "Board of Directors" | the board of Directors of the Company |
"Board of Supervisors" | the board of Supervisors of the Company |
"CBIRC" | China Banking and Insurance Regulatory Commission |
(中國銀行保險監督管理委員會) | |
"Chaucer" | the collective name of China Re International Holdings |
Limited, Chaucer Insurance Company Designated | |
Activity Company and China Re Australia HoldCo | |
Pty Ltd | |
"China Continent Insurance" | China Continent Property & Casualty Insurance |
Company Ltd. (中國大地財產保險股份有限公司), a | |
subsidiary of the Company incorporated in the PRC on | |
15 October 2003 | |
"China Re Life" | China Life Reinsurance Company Ltd. (中國人壽再保險 |
有限責任公司), a wholly-owned subsidiary of the | |
Company incorporated in the PRC on 16 December 2003 | |
"China Re P&C" | China Property and Casualty Reinsurance Company Ltd. (中 |
國財產再保險有限責任公司), a wholly-owned subsidiary | |
of the Company incorporated in the PRC on 15 December | |
2003 | |
"Company" or "Group Company" | China Reinsurance (Group) Corporation (中國再保險(集 |
團)股份有限公司) |
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DEFINITIONS | |
"Director(s)" | the director(s) of the Company |
"Group", "China Re Group" | the Company, and, except where the context requires, its |
or "we" | subsidiaries, or, where the context refers to any time prior |
to its incorporation, the business which its predecessors | |
were engaged in and which it subsequently inherited | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"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" | the People's Republic of China, and for the purpose of |
this circular only, excluding Hong Kong, Macau Special | |
Administrative Region and Taiwan | |
"RMB" or "Renminbi" | Renminbi, the lawful currency of the PRC |
"Shareholder(s)" | holder(s) of the Share(s) |
"Share(s)" | ordinary share(s) in the share capital of the Company |
with a nominal value of RMB1.00 each, including | |
H shares and domestic shares | |
"Supervisor(s)" | the supervisor(s) of the Company |
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LETTER FROM THE BOARD
China Reinsurance (Group) Corporation
中國再保 險（集團）股份有 限公司
(A joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 1508)
Executive Directors: | Registered office and headquarters: |
Mr. Yuan Linjiang (Chairman) | No. 11 Jinrong Avenue |
Mr. He Chunlei (Vice Chairman) | Xicheng District |
Beijing | |
Non-executive Directors: | PRC |
Ms. Lu Xiuli | |
Mr. Wen Ning | Principal place of business in |
Ms. Wang Xiaoya | Hong Kong: |
Mr. Liu Xiaopeng | Room 1618 |
Sun Hung Kai Centre | |
Independent non-executive Directors: | 30 Harbour Road |
Mr. Hao Yansu | Wan Chai |
Mr. Li Sanxi | Hong Kong |
Ms. Mok Kam Sheung | |
Ms. Jiang Bo | |
10 May 2021 | |
To the Shareholders |
ELECTION OF MR. ZHUANG QIANZHI AS AN
EXECUTIVE DIRECTOR OF THE COMPANY
REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020 REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020 FINAL FINANCIAL ACCOUNTS REPORT FOR THE YEAR 2020 PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020 INVESTMENT BUDGET FOR FIXED ASSETS FOR THE YEAR 2021 ENGAGEMENT OF STATUTORY FINANCIAL REPORTING AUDITORS AND RELATED FEES FOR THE YEAR 2021 PERFORMANCE REPORT OF THE DIRECTORS
FOR THE YEAR 2020
PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS
FOR THE YEAR 2020
REPORT ON THE OVERALL RELATED-PARTY TRANSACTIONS
AND THE EVALUATION OF INTERNAL
TRANSACTIONS FOR THE YEAR 2020
REVIEW AND ANALYSIS OF SOLVENCY
FOR THE YEAR 2020
AND
NOTICE OF THE 2020 ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you the notice of the 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 the resolutions at the AGM.
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