PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD. Articles of Association of
Ping An Insurance (Group) Company of China, Ltd
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(These Articles of Association are prepared in accordance with the "Articles of Association of Companies Seeking a Listing outside the PRC Prerequisite Clauses" ("Prerequisite Clauses"), "Reply on Opinions Concerning the Supplement and Amendment to the Articles of Association by Companies to be Listed in Hong Kong" (Zheng Jian Hai Han [1995] No. 1) ("Zheng Jian Hai Han"), "Opinions Concerning the Further Promoting of the Standard Operation and the Deepening of Reform of the Company Listed outside the PRC" ("Opinions"), "Guidelines for Articles of Association of Listed Companies" (Amended in 2006) ("Guidelines"), the Rules Governing Listing of Stocks on Shanghai Stock Exchange ("SSE Listing Rules") and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange Listing Rules").
These Articles are written in Chinese. If there is any discrepancy between this version and another version in different language or in other forms, the Chinese version which has acquired the latest approval by and registered with the State Administration for Industry and Commerce shall prevail.
Record of Amendments to the Articles of Association of Ping An Insurance (Group) Company of China, Ltd
No. | Amendment date | Name of the meeting | Document of approval | Notes |
1 | February 1988 | Signed by the founding shareholders of the Company | Yin Fu [1988] No.113 | |
2 | May 25, 1989 | The third meeting of the first session of the Board | Yin Fu [1991] No.89 | |
3 | April 30, 1996 | The first general meeting | Yin Fu [1996] No.157 | |
4 | August 9, 2001 | The extraordinary general meeting for 2001 | Bao Jian Bian Shen [2001] No.62 | |
5 | January 20, 2002 | The first extraordinary general meeting for 2002 | Bao Jian Bian Shen [2002] No.98 | |
6 | October 8, 2002 | The second extraordinary general meeting for 2002 | Bao Jian Bian Shen [2003] No.8 | |
7 | September 10, 2003 | The first extraordinary general meeting for 2003 | Bao Jian Bian Shen [2003] No.142 | |
8 | March 9, 2004 | The first extraordinary general meeting for 2004 | Bao Jian Fa Gai [2004] No.544 | |
9 | June 11, 2004 | Resolution approved by the Board Committee authorized by the Board and the shareholders in general meeting | Bao Jian Fa Gai [2005] No.10 | |
10 | June 23, 2005 | 2005 annual general meeting | Bao Jian Fa Gai [2005] No.899 | |
11 | May 25, 2006 | 2006 annual general meeting | Bao Jian Fa Gai [2006] No.621 | |
12 | November 13, 2006 | The second extraordinary general meeting for 2006 | Bao Jian Fa Gai [2006] No.1359 | |
13 | June 7, 2007 | 2006 annual general meeting | Bao Jian Fa Gai [2007] No.1349 | |
14 | July 17, 2008 | The second extraordinary general meeting for 2008 | Bao Jian Fa Gai [2010] No.197 | |
15 | June 3, 2009 | 2008 annual general meeting | Bao Jian Fa Gai [2010] No.197 | |
16 | June 29, 2010 | 2009 annual general meeting | Bao Jian Fa Gai [2010] No.1434 | |
17 | June 16, 2011 | 2010 annual general meeting | Bao Jian Fa Gai [2011] No.1597 | |
18 | June 17, 2011 | Proposal for amendments to the articles of association signed by the Chairman as authorized by shareholders' general meeting and the Board | Bao Jian Fa Gai [2011] No.1597 |
19 | September 20, 2012 | The second extraordinary general meeting for 2012 | Bao Jian Fa Gai [2012] No.1255 |
20 | June 15, 2015 | 2014 annual general meeting | Bao Jian Xu Ke [2016] No.56 |
21 | December 17, 2015 | The second extraordinary general meeting for 2015 |
Table of Contents
CHAPTER 1: GENERAL PROVISIONS 1 CHAPTER 2: PURPOSE AND SCOPE OF BUSINESS 3 CHAPTER 3: SHARES AND REGISTERED CAPITAL 4 CHAPTER 4: REDUCTION OF CAPITAL AND BUY BACK OF SHARES 9 CHAPTER 5: FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES 12 CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS 13 CHAPTER 7: RIGHTS AND OBLIGATIONS OF SHAREHOLDERS 17 CHAPTER 8: SHAREHOLDERS' GENERAL MEETINGS 22 CHAPTER 9: SPECIAL VOTING PROCEDURES FOR SHAREHOLDERS OF DIFFERENT CLASSES 38 CHAPTER 10: BOARD OF DIRECTORS 41 CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS 47 CHAPTER 12: SUPERVISORY COMMITTEE 48 CHAPTER 13: EXECUTIVE COMMITTEE 51 CHAPTER 14: QUALIFICATION AND DUTIES OF THE COMPANY'S DIRECTOR, SUPERVISOR AND OTHER SENIOR MANAGEMENT 54 CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS, DISTRIBUTION AND AUDITING OF PROFITS 63 CHAPTER 16: NOTICE 68 CHAPTER 17: EMPLOYMENT OF ACCOUNTING FIRM 69 CHAPTER 18: MERGER AND DIVISION OF THE COMPANY 72 CHAPTER 19: DISSOLUTION AND LIQUIDATION OF THE COMPANY 74 CHAPTER 20: PROCEDURES FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION 77 CHAPTER 21: SETTLEMENT OF DISPUTES 78 CHAPTER 22: SUPPLEMENTARY 79Ping An Insurance (Group) Co. of China Ltd. published this content on 27 October 2016 and is solely responsible for the information contained herein.
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