Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Independent opinions of independent directors
In accordance with the independent director rules of listed companies, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and the articles of association of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (hereinafter referred to as the "articles of Association"), we are the independent directors of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (hereinafter referred to as the "company"), Based on independent and objective judgment, the independent opinions agreed on the following matters: I. independent opinions on the changes of accounting estimates involved in the company's 2021 annual report
The independent directors of the company reviewed the relevant contents of the changes in the accounting estimates of insurance contract reserves involved in the implementation of the relevant provisions of the interpretation of accounting standards for Business Enterprises No. 2 of the Ministry of finance of the people's Republic of China in the annual report of the company for 2021, and considered that the changes in accounting estimates made by the company in accordance with the interpretation of accounting standards for Business Enterprises No. 2 and based on the information available on the balance sheet date were reasonable, And agree to the company's accounting treatment for the change of accounting estimate. 2、 Independent opinions on the 2021 profit distribution plan of the company
The independent directors of the company reviewed the profit distribution plan of the company in 2021 and believed that the decision-making procedures and mechanism of the profit distribution plan were complete, the dividend standard and proportion were clear and clear, and in line with the provisions of the articles of association and relevant review procedures. The annual cash dividend level of the company in 2021 was slightly higher than the shareholder return plan formulated by the company, but maintained the continuity and stability of the profit distribution policy and fully protected the legitimate rights and interests of all shareholders, including small and medium-sized investors. 3、 Prior approval and independent opinions on the proposal on employment of the company's audit institution in 2022 the independent directors of the company reviewed the proposal on employment of the company's audit institution in 2022, made prior approval and expressed agreed independent opinions, and held that:
1. Ernst & Young Huaming Certified Public Accountants (special general partnership) and Ernst & Young certified public accountants to be renewed by the company have professional competence, investor protection ability, independence and good integrity to provide audit services for the company;
2. The review procedures performed by the company's audit institution in 2022 are sufficient and appropriate, and there is no damage to the interests of the company and shareholders. 4、 Independent opinions on the company's capital increase to ping an endowment insurance and major related party transactions
The independent directors of the company reviewed the proposal on capital increase of Ping an endowment insurance and major related party transactions, and expressed the following opinions:
1. According to Bank Of China Limited(601988) Insurance Regulatory Commission's measures for the administration of connected transactions of banking and insurance institutions and the company's measures for the administration of connected transactions (2019 Edition), this connected transaction is submitted to the board of directors of the company for approval after being reviewed by the company's connected transaction management office and the Committee for the control of connected transactions and the protection of consumer rights and interests, and the transaction and decision-making procedures are legal and compliant;
2. The pricing of this related party transaction follows the general commercial terms and the market-oriented principles of fairness and justice. The pricing is fair and reasonable, and there is no improper transfer or transfer of interests, and there is no damage to the interests of the company and insurance consumers. 5、 Independent opinions on the 2021 internal control evaluation report of the company
The independent directors of the company reviewed the internal control evaluation report of the company in 2021 and believed that the internal control evaluation report of the company in 2021 objectively reflected the actual situation of the construction and implementation of the company's internal control system, and the internal control system complied with the provisions of laws and regulations and the company's charter. 6、 Independent opinions on the remuneration management system for directors and supervisors of the company
The independent directors of the company reviewed the remuneration management system of directors and supervisors of the company and agreed that the system is conducive to further improving the remuneration management system of directors and supervisors of the company, establishing an effective incentive and restraint mechanism, ensuring that the directors and supervisors of the company perform their functions and powers according to law, without damaging the interests of the company and shareholders, and the relevant decision-making procedures comply with the relevant provisions of laws, regulations and the requirements of the articles of association. 7、 Independent opinions on the review of executive compensation of the company
The independent directors of the company reviewed the proposal on the review of the group's executive compensation and the Ping An Insurance (Group) Company Of China Ltd(601318) executive compensation strategy and 2022 adjustment suggestions issued by the independent compensation consultant Wei laitao, and agreed that the review suggestions put forward by Wei laitao on the company's executive compensation level and compensation mechanism followed the benchmarking principles and methods determined and approved by the nomination and Compensation Committee of the board of directors, In combination with the company's strategy / business development and the mainstream trend of market practice, we agree with these suggestions. 8、 Independent opinions on the participation of core personnel shareholding plan and long-term service plan in 2022
The independent directors of the company reviewed the proposal on reviewing the participation of the 2022 core employee stock ownership plan and the proposal on reviewing the participation of the 2022 long-term service plan, and considered that the implementation plan of the 2022 core employee stock ownership plan and long-term service plan of the company complied with the provisions of relevant laws and regulations such as the guidance on the pilot implementation of the employee stock ownership plan by listed companies of the China Securities Regulatory Commission, There is no situation that damages the interests of the company and all shareholders.
independent director:
Ou Yanghui, Wu Chengye, Chu Yiyun, Liu Hong, Wu Gangping and Jin Li
March 17, 2022
