CANDIDATE FOR SHAREHOLDER REPRESENTATIVE SUPERVISOR
ZHANG Wangjin, aged 35, has been a Shareholder Representative Supervisor of the Company since June 2013. Ms. Zhang is currently the Managing Director of CPG Overseas Company Limited (Hong Kong). Before joining CPG Overseas Company Limited (Hong Kong), Ms. Zhang worked in the Audit Department of PricewaterhouseCoopers CPA and the M&A and Restructuring Department of Deloitte & Touche Financial Advisory Services Limited. Ms. Zhang is a member of CPA Australia. Ms. Zhang holds a Bachelor’s degree in Accounting from University of International Business and Economics and has obtained an EMBA degree from Guanghua School of Management of Peking University.
EMPLOYEE REPRESENTATIVE SUPERVISORS
Pan Zhongwu, aged 45, has been an Employee Representative Supervisor of the Company since July 2012. Mr. Pan is currently the Deputy Director of the Company Office. Mr.
Pan joined the Group in July 1995 and served in the Office of Comprehensive Management Department of Ping An Property & Casualty and the Group Office of the Company successively. Mr. Pan holds a Master’s degree in Finance and Insurance from Wuhan University.
Gao Peng, aged 38, is currently the general manager of the Remuneration Planning and Management Department of the Company, and is also currently a director of a number of controlled subsidiaries of the Company including Ping An Securities Company, Ltd. and Ping An Asset Management. Mr. Gao joined the Company in October 2000, and has served as deputy general manager of the Talent Performance Management Department and deputy general manager of the Employee Services Management Department of the Company. Mr. Gao holds a Bachelor’s degree in Finance from Zhejiang University.
It is proposed that each of the candidates for the Independent Supervisors and the Shareholder Representative Supervisor will be appointed to hold office for a term of three years. Each of the Employee Representative Supervisors will be appointed to hold office for a term of three years.
Each Independent Supervisor will receive an annual fee of RMB200,000 during the new term and the Supervisor who also holds the office of the Chairman of the Supervisory Committee will receive an annual fee of RMB250,000 during the new term. In addition, the standard rate of working allowance for the Independent Supervisor for attending the meetings in person (excluding the meetings held by way of written communication) is RMB10,000/time, however attending different meetings during the same meeting period shall not be accumulated and shall be calculated as one time. The Independent Supervisor attending the meeting by proxy shall not receive the allowance for such meeting.
Shareholder Representative Supervisor will not receive any supervisors’ fees. Employee Representative Supervisors will not receive any supervisors’ fees but will only receive remuneration for their respective positions held in the Company and its subsidiaries, the amounts of which are determined by the management of the Company.
APPENDIX II PROFILE OF SUPERVISORS PROPOSED TO BE
RE-ELECTED AND ELECTED
Save as disclosed above, as at the LPD, none of the above Supervisor candidates (i) had held any other directorships in any listed public companies, in Hong Kong or overseas, in the last three years or has held any other positions with the Group; (ii) had any relationship with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) had any interests in the Shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed herein, as at the LPD, there were no other matters relating to the re-election or election of the above Supervisor candidates that need to be brought to the attention of the Shareholders nor was there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II PROFILE OF SUPERVISORS PROPOSED TO BE
RE-ELECTED AND ELECTED
Particulars of amendments to the Articles of Association are as follows.
A. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
a. The existing Article 9 of the Articles of Association reads:
“The Company has made amendments to the original Articles of Association of the Company (the “Original Articles of Association”) and enacted these new Articles of Association of the Company (these “Articles of Association”) in accordance with the Company Law, Securities Law and other relevant laws and administrative regulations of the PRC.
Following the approval obtained from the special resolution passed at the 2004 first extraordinary shareholders’ general meeting on March 9, 2004 and the approval obtained from the authorized approval department of the State Council, the Original Articles of Association took effect on June 24, 2004 when the Company was first listed its foreign shares on The Stock Exchange of Hong Kong Limited (the “HKSE”). A resolution to amend the Original Articles of Association was passed at the 2006 shareholders’ annual general meeting held on May 25, 2006. The CIRC approved such amendment of the Original Articles of Association on June 15, 2006 pursuant to approval document Bao Jian Fa Gai [2006] No. 621.
These Articles of Association shall upon approvals by shareholders in a general meeting by way of a special resolution and by the authorized approval department of the State Council, become effective on the day the domestic shares of the Company are listed on the Shanghai Stock Exchange.
These Articles of Association shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and the shareholders and among the shareholders from the date on which they become effective. These Articles of Association shall be binding upon the Company and its shareholders, directors, supervisors, and other senior management. All the above persons may make claims about the rights and obligations related to Company matters in accordance with these Articles of Association.
Without prejudice to Chapter 21 of these Articles of Association, shareholders may sue the Company in accordance with these Articles of Association. Shareholders may sue other shareholders in accordance with these Articles of Association. Shareholders may sue directors, supervisors and other senior management of the Company in accordance with these Articles of Association. The Company may sue shareholders, directors, supervisors and other senior management of the Company in accordance with the Articles of Association.
For the purposes of the above paragraph, the term “sue” shall include the initiation of proceedings in a court or the application of arbitration made to an arbitration organization.”