CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

On March 19, 2007, the independent Shareholders of the Company approved the following continuing connected transactions of the Company at the extraordinary general meeting:


(1)BANK DEPOSITS ARRANGEMENTS WITH HSBC

The Group maintains bank balances with HSBC on normal commercial terms in the ordinary course of business. The relevant banking documents executed by the Group with HSBC do not provide for the bank accounts with HSBC to be maintained for any fixed period of time. Interests are accrued on such bank balances at prevailing market rates.

As at December 31, 2008, the aggregate bank balances maintained by the Group with HSBC was approximately USD 10 million.

HSBC Insurance Holdings Limited is a wholly-owned subsidiary of HSBC Holdings plc. and its interest in 618,886,334 H shares of the Company is deemed to be the interest of HSBC Holdings plc.. In addition, HSBC CCF Financial Products (France) SNC, a wholly owned subsidiary of CCF S.A. which is in turn 99% held by HSBC Bank plc., has a direct interest in 884,775 shares in the Company, which is also deemed to be the interest of HSBC Holdings plc.. As HSBC is an indirect subsidiary of HSBC Holdings plc,. HSBC is therefore a connected person of the Company under Rule 14A.11(4) of the Listing Rules.


(2)BANK DEPOSITS ARRANGEMENTS WITH ICBC AND ICBC (ASIA)

The Group maintains bank balances with ICBC and ICBC (Asia), a subsidiary of ICBC, on normal commercial terms in the ordinary course of business. The relevant banking documents executed by the Group with ICBC and ICBC (Asia) do not provide for the bank accounts with ICBC and ICBC (Asia) to be maintained for any fixed period of time. Interests are accrued on such bank balances at prevailing market rates.

ICBC is a promoter of the Company and thus a connected person of the Company under Rule 14A.11(3). Further, as ICBC (Asia), a non-wholly owned subsidiary of ICBC, is a substantial shareholder of China Ping An Insurance (Hong Kong) Company Limited, a 75% owned subsidiary of the Company, both ICBC (Asia) and ICBC are connected persons of the Company under Rule 14A.11(5).

As at December 31, 2008, the aggregate bank deposits maintained by the Group with ICBC and ICBC (Asia) in all kinds of currencies amounted to approximately RMB10,633 million.


(3)FOREIGN EXCHANGE SWAP AGREEMENT WITH ICBC

On July 21, 2006, the Company entered into an arrangement with ICBC Shanghai Branch whereby ICBC Shanghai Branch may provide RMB/USD foreign exchange swap services to the Company. The Company may purchase US dollars from ICBC Shanghai Branch for RMB at an exchange rate to be agreed at the time of purchase, which exact amount of US dollars purchased will be sold back to ICBC Shanghai Branch after a certain period of time at an exchange rate also to be agreed at the time of purchase.

As at December 31, 2008, the Group did not have any open foreign exchange swap transaction with ICBC Shanghai Branch under the Master Foreign Exchange Swap Agreement.

In the opinion of the Independent Non-executive Directors, after having reviewed the above continuing connected transactions, such transactions were entered into by the Group:

(1)in the ordinary and usual course of its business;

(2)on normal commercial terms or on terms no less favorable to the Group than terms available to or from (as appropriate) independent third parties;

(3)in accordance with the terms of agreements governing them on terms that are fair and reasonable so far as the shareholders of the Company are concerned and in the interests of the shareholders of the Company as a whole.

The Company has received a letter from the auditors stating that the above connected transactions:

(1)have received the approval of the Board of Directors of the Company;

(2)have been entered into in accordance with the relevant agreements governing such transactions;

(3)have not exceeded the respective annual caps set out below in 2008:

(i) bank deposits arrangements with HSBC: US$2,336 million on any given day;

(ii) bank deposit arrangements with ICBC and ICBC (Asia): RMB24,900 million on any given day;

(iii)foreign exchange swaps with ICBC Shanghai Branch: US$300 million.