Ping An Insurance of China : Articles of Association

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 Insurance Companies", "Guidelines for Articles of Association of Listed Companies" ("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.	Formulation	Amendment		Name of the meeting	Document of	Notes
date		approval
1	First edition	February 1988	Signed by the founding shareholders of the Company	Yin Fu [1988] No.113
2	1st Amendment	May 25, 1989	The third meeting of the first session of the Board	Yin Fu [1991] No.89
3	2nd Amendment	April 30, 1996	The first general meeting	Yin Fu [1996] No.157
4	3rd Amendment	August 9, 2001	The extraordinary general meeting for 2001	Bao Jian Bian [2001]
No.62 Shen
5	4th Amendment	January 20, 2002	The first	extraordinary general meeting for 2002	Bao Jian Bian [2002]
No.98 Shen
6	5th Amendment	October 8, 2002	The second extraordinary general meeting for 2002	Bao Jian Bian [2003]
No.8 Shen
7	6th Amendment	September 10, 2003	The first	extraordinary general meeting for 2003	Bao Jian Bian [2003]
No.142 Shen
8	7th Amendment	March 9, 2004	The first	extraordinary general meeting for 2004	Bao Jian Fa Gai
[2004] No.544
9	8th Amendment	June 11, 2004	Resolution approved by the Board Committee authorized	Bao Jian Fa Gai
by the Board and the shareholders in general meeting	[2005] No.10
10	9th Amendment	June 23, 2005	2005 annual general meeting	Bao Jian Fa Gai
[2005] No.899
11	10th Amendment	May 25, 2006	2006 annual general meeting	Bao Jian Fa Gai
[2006] No.621
12	11th Amendment	November 13, 2006	The second extraordinary meeting for 2006	Bao Jian Fa Gai
[2006] No.1359
13	12th Amendment	June 7, 2007	2006 annual general meeting	Bao Jian Fa Gai
[2007] No.1349
14	13th Amendment	July 17, 2008	The second extraordinary meeting for 2008	Bao Jian Fa Gai
[2010] No.197
15	14th Amendment	June 3, 2009	2008 annual general meeting	Bao Jian Fa Gai
[2010] No.197
16	15th Amendment	June 29, 2010	2009 annual general meeting	Bao Jian Fa Gai
[2010] No.1434
17	16th Amendment	June 16, 2011	2010 annual general meeting	Bao Jian Fa Gai
[2011] No.1597
			Proposal for amendments to the articles of association	Bao Jian Fa Gai
18	17th Amendment	June 17, 2011	signed by the Chairman as authorized by shareholders'
[2011] No.1597
			general meeting and the Board
19	18th Amendment	September 20, 2012	The second extraordinary general meeting for 2012	Bao Jian Fa Gai
[2012] No.1255
20	19th Amendment	June 15, 2015	2014 annual general meeting	Bao Jian Xu Ke
21	20th Amendment	December 17, 2015	The second extraordinary general meeting for 2015	[2016] No.56
			The first extraordinary general meeting for 2018, and
22	21st Amendment	March 19, 2018	proposal for amendments to the articles of association	Yin Bao Jian Xu Ke
signed by the Chairman as authorized by shareholders'	[2018] No.556
			general meeting and the Board
23	22nd	December 14, 2018	The second extraordinary general meeting for 2018	Yin Bao Jian Fu
Amendment	[2019] No.230
24	23rd Amendment	December 10, 2019	The first extraordinary general meeting for 2019	Yin Bao Jian Fu
[2020] No.83
25	24th Amendment	April 9, 2020	2019 annual general meeting	Yin Bao Jian Fu
[2020] No.402
26	25th Amendment	March 25, 2021	2020 annual general meeting	Yin Bao Jian Fu
[2021] No.411

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: INCREASE AND REDUCTION OF CAPITAL AND BUY BACK OF SHARES . 8
CHAPTER 5: FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES 12
CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS ..............	14
CHAPTER 7: RIGHTS AND OBLIGATIONS OF SHAREHOLDERS .......................................	18
CHAPTER 8: SHAREHOLDERS' GENERAL MEETINGS ........................................................	24
CHAPTER 9: SPECIAL VOTING PROCEDURES FOR SHAREHOLDERS OF DIFFERENT
CLASSES ............................................................................................................................................	41
CHAPTER 10: BOARD OF DIRECTORS ......................................................................................	44
CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS..............................................	51
CHAPTER 12: SUPERVISORY COMMITTEE.............................................................................	53
CHAPTER 13: EXECUTIVE COMMITTEE .................................................................................	55
CHAPTER 14: QUALIFICATION AND DUTIES OF THE COMPANY'S DIRECTOR,
SUPERVISOR AND OTHER SENIOR MANAGEMENT ............................................................	58
CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS, DISTRIBUTION AND
AUDITING OF PROFITS .................................................................................................................	69
CHAPTER 16: BASIC MANAGEMENT SYSTEM OF THE COMPANY..................................	75
CHAPTER 17: NOTICE AND ANNOUNCEMENT.......................................................................	76
CHAPTER 18: EMPLOYMENT OF ACCOUNTING FIRM........................................................	77
CHAPTER 19: MERGER AND DIVISION OF THE COMPANY ...............................................	79
CHAPTER 20: DISSOLUTION AND LIQUIDATION OF THE COMPANY .............................	81
CHAPTER 21: SPECIAL MATTERS IN CORPORATE GOVERNANCE.................................	84
CHAPTER 22: PROCEDURES FOR AMENDING THE COMPANY'S ARTICLES OF
ASSOCIATION ..................................................................................................................................	86
CHAPTER 23: SETTLEMENT OF DISPUTES .............................................................................	87
CHAPTER 24: SUPPLEMENTARY ................................................................................................	88

ARTICLES OF ASSOCIATION

OF

PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.

CHAPTER 1: GENERAL PROVISIONS

Article 1

Ping An Insurance (Group) Company of China, Ltd. (the "Company") is a company limited by shares established 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"), Special Provisions of the State Council on Issuing and Listing of Shares Abroad by Companies Limited by Shares (the "Special Provisions") and other relevant PRC laws and administrative regulations.

The Company was established upon the approval of the People's Bank of China (the "PBOC") (Yin Fu [1988] No. 113) on March 21, 1988 and obtained a business license with registration number Shen Xin Qi Zi No. 05716 on April 22, 1988. The Articles of Association of the Company was approved by PBOC (Yin Fu [1996] No. 157) on May 24, 1996. The Company was registered with the State Administration for Industry and Commerce (the "SAIC") on January 16, 1997, and obtained a business license with registration number 1000001001231. In 2016, the Company transferred the registration authority to Market Supervision Administration of Shenzhen Municipality, and the unified social credit code is 91440300100012316L.

The promoters of the Company are as follows: Industrial and Commercial Bank of China, China Merchants Shekou Industrial Zone Co., Ltd., The China Ocean Shipping (Group) Company, The Bureau of Finance of Shenzhen and Shenzhen New Horse Investment Development Company Limited.

Article 2

Registered name of the Company

Chinese: 中国平安保险（集团）股份有限公司

English: Ping An Insurance (Group) Company of China, Ltd.

Article 3

Domicile: 47th, 48th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen

Postal Code: 518033

Telephone: [phone]

1

Facsimile: [phone]

Website: www.pingan.cn

Article 4

The legal representative of the Company shall be the chairman of the board of directors.

Article 5

The Company is a company limited by shares existing in perpetuity.

Article 6

The Company shall comply with the applicable laws, regulations and implement the unified national finance and insurance objective and policy, and shall be guided, managed, coordinated, supervised and scrutinized by the China Banking and Insurance Regulatory Commission (the "CBIRC").

Article 7

The Company has independent legal person properties and enjoys legal person property rights. All the share capital of the Company shall be divided into shares of equal value. The shareholders shall be liable towards the Company to the extent of their respective shareholdings. The Company shall be liable for its debts to the extent of all its assets.

Article 8

The Company as an insurance group company manages and supervises its controlled subsidiaries via its shareholding interests and conducts other financial businesses in accordance with the applicable laws.

Article 9

The Company enacted these Articles of Association of the Company (these "Articles of Association") in accordance with the Company Law, Securities Law and other relevant laws and administrative regulations of the PRC.

These Articles of Association shall become effective upon the approvals by shareholders in a general meeting by way of a special resolution and by CBIRC are obtained.

These Articles of Association shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and the shareholders and among the shareholders from the date on which they become effective. These Articles of Association shall be binding upon the

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