proposed appointment of director, proposed amendments to the articles of association, proposed ...

105 Pages·2017·0.33 MB·English

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
licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
IfyouhavesoldortransferredallyoursharesinPICCPropertyandCasualtyCompanyLimited,youshould
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
expresslydisclaimanyliabilitywhatsoeverforanylosshowsoeverarisingfromorinrelianceuponthewhole
or any part of the contents of this circular.
(ajointstocklimitedcompanyincorporatedinthePeople’sRepublicofChinawithlimitedliability)
(Stock Code: 2328)
PROPOSED APPOINTMENT OF DIRECTOR,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
SHAREHOLDERS’ GENERAL MEETING, PROPOSED AMENDMENTS
TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
THE SUPERVISORY COMMITTEE
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
TheEGMofPICCPropertyandCasualtyCompanyLimitedwillbeheldatPICCBuilding,No.88Xichang’an
Street,XichengDistrict,Beijing,thePeople’sRepublicofChinaon12March2018(Monday)at2:30p.m.The
notice of EGM is set out on pages 102 to 103 of this circular.
IfyouintendtoappointaproxytoattendtheEGM,youarerequiredtocompleteandreturntheaccompanying
proxyforminaccordancewiththeinstructionsprintedthereonnotlessthan24hoursbeforethetimeappointed
fortheholdingoftheEGMoranyadjournmentthereof(asthecasemaybe).IfyouintendtoattendtheEGM
inpersonorbyproxy,youarerequiredtocompleteandreturntheaccompanyingreplyslipinaccordancewith
the instructions printed thereon on or before 20 February 2018 (Tuesday). Completion and return of a proxy
formwillnotprecludeyoufromattendingandvotinginpersonattheEGMoranyadjournmentthereofifyou
so wish.
23 January 2018
CONTENTS
Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PROPOSED APPOINTMENT OF DIRECTOR. . . . . . . . . . . . . . . . . . . . . . . . . . 3
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
SHAREHOLDERS’ GENERAL MEETING, PROPOSED AMENDMENTS
TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
THE SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
APPENDIX I – PROFILE OF THE PROPOSED DIRECTOR. . . . . . . . . 5
APPENDIX II – PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . 7
APPENDIX III – PROPOSED AMENDMENTS TO THE
PROCEDURAL RULES FOR SHAREHOLDERS’
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . 77
APPENDIX IV – PROPOSED AMENDMENTS TO THE
PROCEDURAL RULES FOR THE
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 87
APPENDIX V – PROPOSED AMENDMENTS TO THE
PROCEDURAL RULES FOR THE
SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . 98
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . 102
– i –
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the
context otherwise requires:
“Articles of Association” the articles of association of the Company, as amended
from time to time
“Board” or “Board of Directors” the board of directors of the Company
“CIRC” China Insurance Regulatory Commission
“Company” PICC Property and Casualty Company Limited, a joint
stock limited company incorporated in the PRC with
limited liability, whose H Shares are listed on the Hong
Kong Stock Exchange
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be
held at PICC Building, No. 88 Xichang’an Street,
Xicheng District, Beijing, the PRC on 12 March 2018
(Monday) at 2:30 p.m.
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“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” or “China” the People’s Republic of China, excluding, for the
purposesofthiscircularonly,HongKong,MacauSpecial
Administrative Region of the People’s Republic of China
and Taiwan
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
“Share(s)” ordinary share(s) of RMB1.00 each in the share capital of
the Company
“Shareholder(s)” holder(s) of the Share(s)
– 1 –
LETTER FROM THE BOARD
(ajointstocklimitedcompanyincorporatedinthePeople’sRepublicofChinawithlimitedliability)
(Stock Code: 2328)
Board of Directors: Registered office:
Executive Directors: Tower 2, No. 2 Jianguomenwai Avenue
Lin Zhiyong, Vice Chairman, President Chaoyang District
Yun Zhen Beijing 100022
Wang Dedi the People’s Republic of China
Non-executive Directors: Place of business in Hong Kong:
Yu Xiaoping 15th Floor
Li Tao Guangdong Investment Tower
148 Connaught Road Central
Independent Non-executive Directors: Central
Lin Hanchuan Hong Kong
Lo Chung Hing (SBS)
Na Guoyi
Ma Yusheng
Chu Bende
Qu Xiaohui
23 January 2018
To the Shareholders
Dear Sir or Madam,
PROPOSED APPOINTMENT OF DIRECTOR,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
SHAREHOLDERS’ GENERAL MEETING, PROPOSED AMENDMENTS
TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS,
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
THE SUPERVISORY COMMITTEE
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you the notice of EGM and the information on
the proposed resolutions to be considered at the EGM to enable you to make an informed
decision on whether to vote for or against these resolutions at the EGM.
– 2 –
LETTER FROM THE BOARD
PROPOSED APPOINTMENT OF DIRECTOR
According to the provision of the Articles of Association, the Board of Directors shall
include four executive directors.The Board currently includes three executive directors, which
does not satisfy the requirement of the Articles of Association.
At the EGM, a resolution will be proposed to appoint Mr. Miao Jianmin as an Executive
Director for a term commencing immediately after the conclusion of the EGM until the expiry
of the term of the current session of the Board.
The qualification of Mr. Miao as Director is subject to the approval of the CIRC after the
approval of his appointment by the EGM.
The profile of Mr. Miao is set out in Appendix I to this circular.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED
AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’GENERAL
MEETING, PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE
BOARD OF DIRECTORS, PROPOSED AMENDMENTS TO THE PROCEDURAL
RULES FOR THE SUPERVISORY COMMITTEE
According to the Guidelines on the Articles of Association of Insurance Companies as
promulgated by the CIRC and the relevant laws and regulations and normative documents, it
is proposed to amend the existing Articles of Association, Procedural Rules for Shareholders’
General Meeting, Procedural Rules for the Board of Directors and Procedural Rules for the
Supervisory Committee and make minor amendments. The full texts of the proposed
amendments to the Articles of Association, the Procedural Rules for Shareholders’ General
Meeting, the Procedural Rules for the Board of Directors and the Procedural Rules for the
Supervisory Committee are set out in Appendix II, Appendix III, Appendix IV and Appendix
V to this circular, respectively.
The proposed amendments to the Articles of Association shall become effective subject
to the approval by the CIRC after the EGM.
EXTRAORDINARY GENERAL MEETING
The notice of EGM is set out on pages 102 to 103 of this circular.
The proxy form and the reply slip for the EGM are enclosed. Shareholders who intend to
appoint a proxy to attend the EGM shall 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 EGM or any adjournment thereof (as the case may be).
– 3 –
LETTER FROM THE BOARD
Shareholders who intend to attend the EGM in person or by proxy shall complete and return
the accompanying reply slip in accordance with the instructions printed thereon on or before
20 February 2018 (Tuesday). Completion and return of a proxy form will not preclude a
Shareholder from attending and voting in person at the EGM or any adjournment thereof if he
so wishes.
Pursuant to theArticles ofAssociation, the resolutions set out in the notice of EGM will
be voted on by poll.
RECOMMENDATION
The Directors consider that all the proposed resolutions set out in the notice of EGM for
consideration and approval by Shareholders are in the interests of the Company and the
Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in
favour of all the resolutions to be proposed at the EGM.
Yours faithfully,
By Order of the Board
Zou Zhihong
Secretary of the Board
– 4 –
APPENDIX I PROFILE OF THE PROPOSED DIRECTOR
The profile of Mr. Miao Jianmin is set out below:
Mr. Miao Jianmin, aged 52, an alternate member of the 19th Central Committee of the
Communist Party of China, a senior economist. From July 1995 to December 2005, he had
served as deputy general manager of China Reinsurance (Hong Kong) Limited, deputy general
manager of the Investment Department and assistant general manager of China Insurance H.K.
(Holdings) Company Limited, executive director, assistant to general manager and deputy
general manager of China Insurance Co. Ltd. (China Insurance H.K. (Holdings) Company
Limited). Mr. Miao served as president of China Insurance International Holdings Company
Limited(nowknownasChinaTaipingInsuranceHoldingsCompanyLimited,alistedcompany
on the Stock Exchange of Hong Kong, Stock Code: HK.00966) fromAugust 2000 to December
2005, and he was concurrently executive director and vice-chairman from November 2004 to
December 2005 and chairman of The Tai Ping Insurance Company Limited from November
2004toDecember2005.HeservedasvicepresidentofChinaLifeInsurance(Group)Company
from December 2005 to October 2013 and as vice-chairman and president of China Life
Insurance (Group) Company from October 2013 to April 2017. Also, he served as director of
China Life Asset Management Company Limited from December 2005 to April 2017 and as
chairman from December 2005 to December 2013. He served as non-executive director of
China Life Insurance Company Limited (a listed company on the Shanghai Stock Exchange,
Stock Code: SH.601628; a listed company on the Stock Exchange of Hong Kong, Stock Code:
HK.02628;alistedcompanyontheNewYorkStockExchange,StockCode:NYSE.LFC)from
October 2008 to April 2017. He also served as chairman of China Insurance Plaza Company
Limited from March 2013 to April 2015, director of China Shimao Investment Company
Limited and director of China World Trade Center Company Limited fromApril 2014 toApril
2017, and chairman of China Life Pension Company Limited from March 2017 toApril 2017.
Mr. Miao was elected as an executive director, vice-chairman and president of The People’s
Insurance Company (Group) of China Limited (a listed company on the Stock Exchange of
Hong Kong, Stock Code: HK.01339) by the board of directors of The People’s Insurance
Company (Group) of China Limited in April 2017, and was elected as the Chairman by the
board of directors of The People’s Insurance Company (Group) of China Limited in December
2017 until now. Mr. Miao is currently the doctoral tutor of the Chinese Academy of Social
Sciences and the master tutor of Tsinghua University PBC School of Finance, Peking
University and Central University of Finance and Economics. He was the executive director of
China Finance 40 Forum from July 2011 to May 2017 and executive director of the council of
China Chamber of International Commerce in December 2015. He was awarded special
allowance by the State Council in February 2009. Mr. Miao graduated from Central Institute
of Finance and Economics (now known as Central University of Finance and Economics) in
August 1986 with a bachelor’s degree in Economics, graduated from the Graduate School of
the People’s Bank of China in February 1989 with a master’s degree in Economics, and
graduated from Central University of Finance and Economics in July 2013 with a doctoral
degree in Economics.
– 5 –
APPENDIX I PROFILE OF THE PROPOSED DIRECTOR
Mr. Miao Jianmin does not hold any positions within the Group. Mr. Miao will be entitled
to the Director’s fee (if any) as approved by Shareholders at shareholders’general meetings of
the Company. The amount of Director’s fee for 2018 (if any) payable to Mr. Miao is
proportional to his actual length of service with the Company in that year. The Company will
not enter into any service contract with Mr. Miao for his directorship.
Save as disclosed above, Mr. Miao Jianmin is not connected with the Directors,
Supervisors, senior management, substantial or controlling shareholder of the Company. Mr.
Miao does not hold any interest in the shares of the Company within the meaning of Part XV
of the SFO. Save as disclosed above, Mr. Miao has not held any directorships in other listed
public companies in the last three years. There is no information in relation to Mr. Miao which
isrequiredtobedisclosedpursuanttoRule13.51(2)(h)to(v)oftheListingRules,norarethere
other matters in relation to the appointment that need to be brought to the attention of the
Shareholders.
– 6 –
APPENDIX II PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
The full text of the proposed amendments to theArticles ofAssociation is set out below.
The English version of the proposed amendments is a translation for reference only. In case of
discrepancy between the Chinese and English versions, the Chinese version shall prevail.
1. RECORD OF THE APPROVALS FOR THE ARTICLES OF ASSOCIATION AND
THE APPROVALS FOR THE AMENDMENTS TO THE ARTICLES OF
ASSOCIATION IN THE EXISTING ARTICLES OF ASSOCIATION:
23 June 2003, CIRC approved (Bao Jian Fu [2003]110)
6 July 2003, passed at the inaugural meeting and the first shareholders’ general meeting
of the Company
30 July 2003, the first amendments at the first special general meeting of the Company
in 2003
18 August 2003, CIRC approved (Bao Jian Fu [2003]145)
15 June 2004, the second amendments at the annual general meeting of the Company for
2003
26 August 2004, CIRC approved (Bao Jian Fa Gai [2004]1377)
23 June 2006, the third amendments at the annual general meeting of the Company for
2005
18 October 2006, the fourth amendments at the third special general meeting of the
Company in 2006
4 January 2007, CIRC approved (Bao Jian Fa Gai [2007]2)
25 June 2010, the fifth amendments at the annual general meeting of the Company for
2009
27 September 2010, CIRC approved (Bao Jian Fa Gai [2010]1169)
24 June 2011, the sixth amendments authorised by the annual general meeting of the
Company for 2010
20 February 2012, CIRC approved (Bao Jian Fa Gai [2012]174)
26 June 2012, the seventh amendments authorised by the annual general meeting of the
Company for 2011
29 June 2013, the eighth amendments at the annual general meeting of the Company for
2012
– 7 –
APPENDIX II PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
5 August 2013, CIRC approved (Bao Jian Xu Ke [2013]173)
27 June 2014, the ninth amendments authorised by the annual general meeting of the
Company for 2013
27 January 2015, CIRC approved (Bao Jian Xu Ke [2015]101)
shall be amended to read as follows (to change into tabularform as required by the CIRC
and the table to be filled in by the Company after every amendment made to theArticles
of Association becomes effective):
Records of Formulation and Amendment of the Articles of Association
AoA CIRC
No. Formulation Time of Resolution Meeting Title Approval No.
1 Formulation 6 July 2003 The inaugural meeting Bao Jian Fu
and the first [2003]110
shareholders’general
meeting
2 The first 30 July 2003 The first special general Bao Jian Fu
amendment meeting in 2003 [2003]145
3 The second 15 June 2004 The annual general Bao Jian Fa Gai
amendment meeting for 2003 [2004]1377
4 The third 23 June 2006 The annual general
amendment meeting for 2005
Bao Jian Fa Gai
5 The forth 18 October 2006 The third special
[2007]2
amendment general meeting in
2006
6 The fifth 25 June 2010 The annual general Bao Jian Fa Gai
amendment meeting for 2009 [2010]1169
7 The sixth 24 June 2011 The annual general Bao Jian Fa Gai
amendment meeting for 2010 [2012]174
8 The seventh 26 June 2012 The annual general
amendment meeting for 2011 Bao Jian Xu Ke
9 The eighth 29 June 2013 The annual general [2013]173
amendment meeting for 2012
10 The ninth 27 June 2014 The annual general Bao Jian Xu Ke
amendment meeting for 2013 [2015]101
– 8 –