Securities code: Ping An Insurance (Group) Company Of China Ltd(601318) securities abbreviation: Ping An Insurance (Group) Company Of China Ltd(601318) Announcement No.: pro 2022014 Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Announcement of resolutions of the 5th meeting of the 10th board of supervisors
Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (hereinafter referred to as “the company”) the board of supervisors and all supervisors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
The notice of the fifth meeting of the 10th board of supervisors of the company (hereinafter referred to as the “meeting”) was issued on March 7, 2022, and the meeting was held by video connection in Shenzhen and other places on March 17, 2022. There shall be 5 supervisors present at the meeting, 5 supervisors actually present, and the number of votes effectively exercised at the meeting is 5. Some senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting met the relevant provisions of the company law of the people’s Republic of China 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”), and the meeting was legal and effective.
The meeting was presided over by sun Jianyi, chairman of the board of supervisors of the company. After full discussion, the participating supervisors deliberated and adopted the following proposals: first, the report of the board of supervisors of the company in 2021 was deliberated and approved, and agreed to submit it to the general meeting of shareholders for deliberation
Voting results: 5 in favor, 0 against and 0 abstention
2、 The proposal on reviewing the annual report and summary of the company in 2021 was deliberated and adopted
The opinions of the board of supervisors are as follows:
(1) The preparation and review procedures of the company’s 2021 annual report comply with the provisions of laws, administrative regulations, China Securities Regulatory Commission and the articles of Association;
(2) The 2021 annual report of the company truly, accurately and completely reflects the actual situation of the company;
(3) It is not found that the personnel involved in the preparation and review of the company’s 2021 annual report have violated the confidentiality provisions;
(4) By examining the implementation of the company’s cash dividend policy and profit distribution plan during the reporting period and the company’s annual profit distribution plan in 2021 annual report of the company, it is considered that the board of directors has strictly implemented the cash dividend policy, strictly performed the corresponding decision-making procedures for cash dividend, and disclosed the corresponding information truthfully, accurately and completely. The annual cash dividend level of the company in 2021 is slightly higher than the shareholder return plan formulated by the company, but it maintains the continuity and stability of the profit distribution policy and enables all shareholders to obtain sustained, stable and reasonable returns;
(5) By reviewing the contents related to 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 company’s annual report for 2021, it is considered that the changes in the 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 are reasonable, And agree with the accounting treatment of the company for the change of accounting estimate.
Voting results: 5 in favor, 0 against and 0 abstention
3、 The proposal on the review of the company’s plan implementation evaluation report at the end of 20192021 and 2021 was reviewed and approved
Voting results: 5 in favor, 0 against and 0 abstention
4、 The proposal on reviewing the development plan of the company from 2022 to 2024 was reviewed and passed
Voting results: 5 in favor, 0 against and 0 abstention
5、 The proposal on reviewing the special report on the deposit and actual use of the company’s raised funds was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention
6、 The proposal on the review of the 2021 report on the protection of group consumers’ rights and interests was considered and adopted. The voting results: 5 votes in favor, 0 votes against and 0 abstention
7、 The proposal on reviewing the special report on related party transactions of the company in 2021 was reviewed and adopted
Voting results: 5 in favor, 0 against and 0 abstention
8、 The proposal on reviewing the report on the company’s anti insurance fraud work in 2021 was reviewed and adopted. The voting results: 5 votes in favor, 0 votes against and 0 abstention
9、 The proposal on reviewing the remuneration management system for directors and supervisors of the company was reviewed and adopted
Voting results: 5 in favor, 0 against and 0 abstention
10、 The proposal on reviewing the 2021 annual sustainable development report of the company was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention
11、 The proposal on reviewing the performance evaluation results of the company’s directors in 2021 was reviewed and passed, and it was agreed to report the evaluation results to the general meeting of shareholders
The board of supervisors unanimously agreed that the results of the performance evaluation of all directors of the company in 2021 were “competent”. Voting results: 5 in favor, 0 against and 0 abstention
12、 The proposal on reviewing the performance evaluation results of the company’s supervisors in 2021 was reviewed and approved, and it was agreed to report the evaluation results to the general meeting of shareholders
The board of supervisors unanimously agreed that the results of the performance evaluation of all supervisors of the company in 2021 were “competent”. Voting results: 5 in favor, 0 against and 0 abstention
13、 The proposal on recommending candidates for non employee representative supervisors was deliberated and passed one by one, and it was agreed to submit it to the general meeting of shareholders for deliberation
According to the relevant provisions of Bank Of China Limited(601988) Insurance Regulatory Commission’s code for corporate governance of banking and insurance institutions, Mr. Gu Liji, Mr. Huang Baokui, the external supervisor of the 10th board of supervisors of the company, and Ms. Zhang WANGJIN, the shareholder representative supervisor of the company, are proposed not to continue to serve as supervisors. In order to ensure the orderly and consistent connection of the work of the board of supervisors, after comprehensive investigation and careful evaluation, the board of supervisors agreed to recommend Ms. Zhu Xinrong, Mr. Liu Huaijing and Mr. Hong Jiaxi to replace Mr. Gu Liji, Mr. Huang Baokui and Ms. Zhang WANGJIN as external supervisors of the 10th board of supervisors of the company.
The appointment of Ms. Zhu Xinrong, Mr. Liu Huaijing and Mr. Hong Jiaxi as supervisors of the company shall take effect only after the resolution of the general meeting of shareholders of the company and the qualification of supervisors approved by Bank Of China Limited(601988) Insurance Regulatory Commission. Before the appointment of Ms. Zhu Xinrong, Mr. Liu Huaijing and Mr. Hong Jiaxi as supervisors of the company takes effect, Mr. Gu Liji, Mr. Huang Baokui and Ms. Zhang WANGJIN will continue to perform the relevant duties of supervisors.
After voting item by item, the voting results of recommending Ms. Zhu Xinrong, Mr. Liu Huaijing and Mr. Hong Jiaxi as external supervisors of the company are: 5 votes in favor, 0 votes against and 0 abstention
14、 The proposal on Amending the rules of procedure of the board of supervisors was reviewed and passed, and it was agreed to submit it to the general meeting of shareholders for deliberation
Voting results: 5 in favor, 0 against and 0 abstention
It is hereby announced.
Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. board of supervisors March 17, 2022
Attachment: resume of non employee representative supervisor candidates
enclosure:
Resume of non employee representative supervisor candidates
Other main positions of Ms. Zhu Xinrong
Ms. Zhu is currently a second-class professor of finance at Zhongnan University of economics and law, a 65 year old doctoral supervisor and the leader of the doctoral supervisor group, and the director of Hubei Collaborative Innovation Center for industrial upgrading and regional finance. Ms. Zhu is also the executive director of China Financial Society, the vice chairman of the academic committee of Hubei financial society, and the member of the second national postgraduate teaching steering committee for financial degrees. Ms. Zhu is also an independent non-executive director of Wuhan Credit Investment Group Co., Ltd.
Previous work experience
Ms. Zhu was a decision support consultant of the CPC Hubei Provincial Committee and a member of the Advisory Committee of the Hubei Provincial People’s government. Ms. Zhu has served as an external supervisor of Chaozhou Three-Circle(Group) Co.Ltd(300408) Co., Ltd. and an independent non-executive director of Guangdong Sanhe Pile Co.Ltd(003037) , Hubei Xianning rural commercial bank, Changjiang Property Insurance Co., Ltd., Dalian Friendship (Group) Co.Ltd(000679) (Group) Co., Ltd., Hainan Haide Capital Management Co.Ltd(000567) , Zhongbai Holding Group Co., Ltd.
Educational background and qualifications
Doctorate in money and banking from Central South University of economics and Law (formerly Central South University of Finance and Economics)
Mr. Liu Huaijing other main positions
Mr. Liu is currently an independent non-executive director of Shandong Gold Mining Co.Ltd(600547) , China Hengtai Group Co., Ltd., Zhengye International Holding Co., Ltd. and Zhongchang International Holding Group Co., Ltd. Mr. Liu is also a senior member of the Hong Kong Institute of directors. Previous work experience
Mr. Liu used to be the independent non-executive director of Baoshan Iron & Steel Co.Ltd(600019) and the chairman of Tairui International Holdings Co., Ltd.
Educational background and qualifications
MBA from hull University, UK
Bachelor of law, University of Leeds, UK
Qualified as a lawyer in Hong Kong, China and England and Wales
Mr. Hong Jiaxi’s other main positions
(former name: Hong Ruxin) Mr. Hong is currently employed by Gome Financial Technology Co., Ltd. (formerly known as Huayin Holding Co., Ltd.), Shengye Holding Group Co., Ltd. (formerly known as Shengye Capital Co., Ltd.), ao66 year old garden healthy life Group Co., Ltd., China Oriental Education Holding Co., Ltd., Huarong International Financial Holding Co., Ltd Independent non-executive director of Skyworth Group Co., Ltd. and Hong Kong Aerospace Technology Group Co., Ltd., Dali International Group Co., Ltd
Non executive director. Preliminary work experience Mr. Hong has served Deloitte China for 31 years, served as chairman of Deloitte China and member of the board of directors of Deloitte international. In addition, Mr. Hong was a consultant of Guangzhou Institute of certified public accountants and a member of Shenzhen Luohu District Political Consultative Committee. After retiring as chairman of Deloitte China, Mr. Ren Hong, the Chinese Ministry of finance, was a consulting expert. Mr. Hong has successively served as an independent non-executive director and non-executive director of Xingmei Holding Group Co., Ltd; Independent non-executive directors, non-executive directors and independent non-executive directors of Letai Group Co., Ltd. (formerly known as Letai commercial real estate Co., Ltd.); Independent non-executive directors of Zhongchang International Holding Group Co., Ltd. (formerly known as Zhenke Group Holding Co., Ltd.) and Tibet Water Resources Co., Ltd. Education background and qualifications: Bachelor of Arts (Accounting) from Lincoln University (formerly Huddersfield University) lifelong member of the Institute of Chartered Accountants in England and Wales
