The 2024 Annual General Meeting, the 2025 First A Shareholders Class Meeting and the 2025 First H Shareholders Class Meeting of Ping An Insurance (Group) Company of China, Ltd. (hereinafter the "Company") were successively held from 2:00 PM on May 13, 2025 at the Ping An Hall, Ping An (Shenzhen) Financial Education and Training Center, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, the PRC. Among them, the 2024 Annual General Meeting and the 2025 First A Shareholders Class Meeting of the Company were held with a combination of virtual and in-person voting.
Attendees of the above on-site general meetings included shareholders and their proxies, as well as all Directors and Supervisors and the Board Secretary of the Company. Participants of the above general meetings included the Company's senior management, proposed candidates for Director, scrutineers from Vote-monitoring Agency, shareholder scrutineers and lawyer witnesses from Beijing AnJie Broad (Shenzhen) Law Firm. The above general meetings were convened by the Company's Board of Directors and chaired by the Company's Chairman, Mr. Ma Mingzhe.
Opening remarks
The Chairman of the meeting, Mr. Ma Mingzhe, welcomed all shareholders and shareholder representatives to the Company's general meetings, and thanked them for their care and support for the Company on behalf of the Board of Directors and the Company's management.
Overview of agenda and read out of proposed resolutions
Mr. Sheng Ruisheng, the Board Secretary, provided an overview of the meeting agenda and introduced all the proposed resolutions to the shareholders in attendance, including:
-
The 2024 Annual General Meeting
-
By way of non-cumulative voting (ordinary resolutions):
the Report of the Board of Directors of the Company for the Year 2024
the Report of the Supervisory Committee of the Company for the Year 2024
the Annual Report of the Company for the Year 2024 and its summary
the Profit Distribution Plan of the Company for the Year 2024 and the Proposed Declaration and Distribution of Final Dividends
the Resolution regarding the Re-appointment of Auditors of the Company for the Year 2025
the Development Plan of the Company for the Years 2025 to 2027
-
By way of non-cumulative voting (special resolutions):
the Resolution regarding the Proposed Grant of General Mandate by the General Meeting to the Board to Issue H Shares
the Resolution regarding the Cancellation of Repurchased A Shares, Reduction of Registered Capital and Amendments to the Articles of Association
the Resolution regarding the Issue of Domestic Debt Financing Instruments
-
By way of cumulative voting (ordinary resolution):
the Resolution regarding the Election of Independent Non-executive Directors of the 13th session of the Board
- Reporting documents:
the Performance Evaluation Results of the Directors of the Company for the Year 2024
the Performance Evaluation Results of the Supervisors of the Company for the Year 2024
the Performance Report of the Independent Directors of the Company for the Year 2024
the Special Report on the Related Party Transactions of the Company for the Year 2024
In addition, the Company's management also reported to Annual General Meeting such as the solvency situation for the year and the assessment results of the major shareholder in accordance with the relevant requirements of National Financial Regulatory Administration.
-
By way of non-cumulative voting (ordinary resolutions):
-
The 2025 First A Shareholders Class Meeting
By way of non-cumulative voting (special resolutions):
To consider and approve the Resolution regarding the Cancellation of Repurchased A Shares, Reduction of Registered Capital and
Amendments to the Articles of Association.
-
The 2025 First A Shareholders Class Meeting
By way of non-cumulative voting (special resolutions):
To consider and approve the Resolution regarding the Cancellation of Repurchased A Shares, Reduction of Registered Capital and Amendments to the Articles of Association.
-
The 2024 Annual General Meeting
Attendance of the On-Site General Meetings
Mr. Sheng Ruisheng, the Board Secretary, read out the Statistical Report on Shareholders' Attendance of the on-site general meetings:
There were 108 A-share shareholders and 9 H-share shareholders attending the 2024 Annual General Meeting of the Company on-site,
representing 5,705,122,310 shares, accounting for approximately 31.51% of the Company's total number of shares entitled to vote.
There were 108 A-share shareholders attending the 2025 First A Shareholders Class Meeting of the Company on-site, representing 1,246,340,839 A shares, accounting for approximately 11.58% of the Company's total number of A shares entitled to vote.
There were 3 H-share shareholders attending the 2025 First H Shareholders Class Meeting of the Company on-site, representing 4,443,356,715 H shares, accounting for approximately 59.66% of the Company's total number of H shares entitled to vote.
The convening procedures, notices and shareholders' attendance of the above general meetings follow the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association, and are legal and valid.
Voting
Mr. Sheng Ruisheng, the Board Secretary, provided an overview of the voting procedures of the meeting to shareholders. The Chairman of the meeting, Mr. Ma Mingzhe announced the start of the voting process, and invited all shareholders to cast their votes. Two shareholder representatives, Vote-monitoring Agency acted as scrutineer, and attorneys from Beijing AnJie Broad (Shenzhen) Law Firm acted as lawyer witnesses and monitored the voting results.
Q&A session with shareholders
While the votes were being counted, the meeting moved on to the Q&A session with shareholders. The management of the Company responded to questions of shareholders one by one. Before the conclusion of the Q&A session, the Chairman of the meeting, Mr. Ma Mingzhe thanked again all shareholders for their participation and support on behalf of the Company's Board of Directors and management.
Announcement of voting results and resolution status
The Company announced the voting results of the 2024 Annual General Meeting, the 2025 First A Shareholders Class Meeting and the 2025 First H Shareholders Class Meeting. All resolutions were approved after review.
The meeting minutes are hereby presented as recorded.
