THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Ping An Insurance (Group) Company of China, Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker 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 expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. Ping An Insurance (Group) Company of China, Ltd. (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2318) (1) PROPOSED APPOINTMENT OF AUDITORS (2) PROPOSED ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE (3) PROPOSAL IN ISSUING DEBT FINANCING INSTRUMENTS (4) PROPOSED GENERAL MANDATE TO ISSUE H SHARES (5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (6) NOTICE OF ANNUAL GENERAL MEETING The notice given by the Company on February 24, 2021 convening the AGM to be held at 2:00 p.m. on Thursday, March 25, 2021 at Ping An Hall, Ping An School of Financial Management, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, the PRC is set out herein on pages 69 to 74 and was published on the websites of the Hong Kong Stock Exchange and the Company (www.pingan.cn). Forms of proxy for use at the AGM and reply slips were despatched on February 24, 2021, and were published on the websites of the Hong Kong Stock Exchange and the Company (www.pingan.cn). Whether or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip in accordance with the instructions printed thereon on or before Monday, March 22, 2021 and (ii) the form of proxy in accordance with the instructions printed thereon no later than 2:00 p.m. on Wednesday, March 24, 2021, being 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Failure to complete and return the reply slip at the above prescribed time will not preclude qualified Shareholders from attending the AGM. After the completion and return of the form of proxy, you can still attend the AGM or any adjournment thereof (as the case may be) and vote in person if you so wish. During the period for the prevention and control of the novel coronavirus pneumonia (COVID-19) in China and overseas, the Company will strictly comply with the requirements regarding the epidemic prevention and control stipulated by government departments, and take relevant prevention and control measures. The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Details are set out in the “Notes – Notice of AGM”. March 4, 2021 CONTENTS Page Definitions ........................................................ 1 Letter from the Board .............................................. 4 Appendix I – Resolutions to be Considered at the Annual General Meeting ............................... 8 Appendix II – Performance Report of the Directors for the Year 2020 .................................. 47 Appendix III – Performance Report of the Independent Non-executive Directors for the Year 2020 ....................... 54 Appendix IV – Report on Related Party Transactions and Implementation of Management System of Related Party Transactions for the Year 2020 ........ 59 Notice of Annual General Meeting ..................................... 69 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “A Share(s)” A Share(s) of RMB1.00 each in the capital of the Company which is/are listed and traded on SSE “A Shareholder(s)” holder(s) of A Share(s) “AGM” or “Annual General the annual general meeting of the Company to be Meeting” convened at 2:00 p.m. on Thursday, March 25, 2021 at Ping An Hall, Ping An School of Financial Management, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, the PRC “Articles of Association” the articles of association of the Company as amended from time to time “Board” the board of directors of the Company “CBIRC” China Banking and Insurance Regulatory Commission “Company” Ping An Insurance (Group) Company of China, Ltd., a joint stock limited company duly incorporated in the PRC with limited liability, the A Shares of which are listed on the SSE and the H Shares of which are listed on the Hong Kong Stock Exchange “Company Law” the Company Law of the PRC “CSRC” China Securities Regulatory Commission “Directors” the directors of the Company “General Mandate to the proposed grant of a general mandate to the Board Issue H Shares” allot, issue and/or deal with additional H Shares of not exceeding 20% of the total H Shares in issue on the date of passing the relevant resolution, at a relevant price represents a discount (if any) of no more than 10% to the Benchmark Price (as defined in the Appendix I) “Group” the Company and its subsidiaries –1– DEFINITIONS “H Share(s)” H Share(s) of RMB1.00 each in the capital of the Company which is/are listed and traded on the Hong Kong Stock Exchange “H Share Registrar” Computershare Hong Kong Investor Services Limited “H Shareholder(s)” holder(s) of H Share(s) “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” March 1, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China, which for the purpose of this circular only, excludes Hong Kong, Macau Special Administrative Region of the PRC 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)” A Share(s) and/or H Share(s) “Shareholder(s)” holder(s) of the Share(s) “SSE” The Shanghai Stock Exchange “SSE Listing Rules” The Rules Governing the Listing of Stocks on the Shanghai Stock Exchange “Supervisor(s)” the members of the Supervisory Committee –2– DEFINITIONS “Supervisory Committee” the supervisory committee of the Company established pursuant to the Company Law “website of SSE” the website of the Shanghai Stock Exchange (www.sse.com.cn) “website of the Hong Kong the website of The Stock Exchange of Hong Kong Stock Exchange” Limited (www.hkexnews.hk) “%” per cent –3– LETTER FROM THE BOARD Ping An Insurance (Group) Company of China, Ltd. (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2318) Executive Directors: Registered office: Ma Mingzhe 47/F, 48/F, 109/F, 110/F, 111/F and 112/F Xie Yonglin Ping An Finance Center Tan Sin Yin No. 5033 Yitian Road Yao Jason Bo Futian District Cai Fangfang Shenzhen Guangdong Province Non-executive Directors: the PRC Soopakij Chearavanont Yang Xiaoping Principal place of business in Hong Kong: Wang Yongjian Level 54, Hopewell Centre 183 Queen’s Road East Independent Non-executive Directors: Hong Kong Ge Ming Ouyang Hui Ng Sing Yip Chu Yiyun Liu Hong To the Shareholders Dear Sir or Madam, (1) PROPOSED APPOINTMENT OF AUDITORS (2) PROPOSED ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE (3) PROPOSAL IN ISSUING DEBT FINANCING INSTRUMENTS (4) PROPOSED GENERAL MANDATE TO ISSUE H SHARES (5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (6) NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is, among other things, to provide you with information in relation to the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM. –4– LETTER FROM THE BOARD 2. RESOLUTIONS TO BE CONSIDERED AT THE AGM The notice given by the Company on February 24, 2021 convening the AGM to be held at 2:00 p.m. on Thursday, March 25, 2021 at Ping An Hall, Ping An School of Financial Management, No. 402, Sili Road, Guanlan, Shenzhen, Guangdong Province, the PRC is set out on pages 69 to 74 of this circular. The following ordinary resolutions will be proposed at the AGM to consider and approve: (1) the Report of the Board of Directors of the Company for the year 2020; (2) the Report of the Supervisory Committee of the Company for the year 2020; (3) the Annual Report of the Company for the year 2020 and its summary; (4) the Report of Final Accounts of the Company for the year 2020, including the Audit Report and Audited Financial Statements of the Company for the year 2020; (5) the Profit Distribution Plan of the Company for the year 2020 and the proposed distribution of final dividends; (6) the Resolution regarding the Appointment of Auditors of the Company for the year 2021, appointing Ernst & Young Hua Ming LLP as the PRC auditor of the Company and Ernst & Young as the international auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to fix their remuneration; (7) the Performance Evaluation Report of the Independent Non-executive Directors of the Company for the year 2020; (8) the Resolution regarding the Election of Directors for the 12th Session of the Board; (9) the Resolution regarding the Election of Non-employee Representative Supervisors for the 10th Session of the Supervisory Committee.