Continuing connected transactions

In 2006, the Company and the Group had the following continuing connected transactions:

1.Bancassurance Arrangement with ICBC

The Company and Industrial and Commercial Bank of China ("ICBC") entered into a cooperation agreement in respect of insurance agency services (the "Bancassurance Agreement") on August 6, 2001 on normal commercial terms in the ordinary course of business. Pursuant to the Bancassurance Agreement, (i) ICBC agreed to provide insurance agency services to the Group through its branches and other channels for the insurance products of the Group, which include marketing insurance products and collecting premiums, and (ii) specific agreements have been and will continue to be entered into between the respective branches of the Company and ICBC in respect of the particular terms of the bancassurance products, the implementation of the services and the determination and payment of the agency fees. ICBC is a connected person of the Company as it was a promoter of the Company at the time when the Company was established.

In 2006, the aggregate agency fees, which were determined at a fixed percentage of the net premiums, paid by the Group to ICBC in respect of the insurance agency services pursuant to the specific agreements entered into between the respective branches of the Group and ICBC was approximately RMB67 million.

2.Bank Deposits Arrangements with HSBC

The Group maintains bank balances with The Hongkong and Shanghai Banking Corporation Limited ("HSBC") on normal commercial terms in the ordinary course of business. The relevant banking documents executed by the Group with HSBC do not provide for the bank accounts with HSBC to be maintained for any fixed period of time. Interests are accrued on such bank balances at prevailing market rates.

HSBC is a connected person of the Company as it is a substantial shareholder of Ping An Bank Limited, a 72.91% owned subsidiary of the Company.

As at December 31, 2006, the aggregate bank balances maintained by the Group with HSBC was approximately US$91 million.

3.Bank Deposits Arrangements with ICBC and ICBC (Asia)

The Group maintains bank balances with ICBC and Industrial and Commercial Bank of China (Asia) Limited ("ICBC (Asia)"), a subsidiary of ICBC, on normal commercial terms in the ordinary course of business. The relevant banking documents executed by the Group with ICBC and ICBC (Asia) do not provide for the bank accounts with ICBC and ICBC (Asia) to be maintained for any fixed period of time. Interests are accrued on such bank balances at prevailing market rates.

ICBC is a promoter of the Company and thus a connected person of the Company under Rule 14A.11(3). Further, as ICBC (Asia), a non-wholly owned subsidiary of ICBC, is a substantial shareholder of China Ping An Insurance (Hong Kong) Company Limited, a 75% owned subsidiary of the Company, both ICBC (Asia) and ICBC are connected persons of the Company under Rule 14A.11(5).

As at December 31, 2006, the aggregate bank deposits maintained by the Group with ICBC and ICBC (Asia) in all kinds of currencies amounted to approximately RMB5,327 million.

4.Foreign Exchange Swap Agreement with ICBC

On July 21, 2006, the Company entered into an arrangement with ICBC Shanghai Branch whereby ICBC Shanghai Branch may provide RMB/USD foreign exchange swap services to the Company. The Company may purchase US dollars from ICBC Shanghai Branch for RMB at an exchange rate to be agreed at the time of purchase, which exact amount of US dollars purchased will be sold back to ICBC Shanghai Branch after a certain period of time at an exchange rate also to be agreed at the time of purchase.

For the year ended December 31, 2006, the aggregate amount of foreign exchange swaps under the arrangement was US$120 million.

In the opinion of the Independent Non-executive Directors, after having reviewed the above continuing connected transactions, such transactions were entered into by the Group:

1.in the ordinary and usual course of its business;

2.on normal commercial terms or on terms no less favorable to the Group than terms available to or from (as appropriate) independent third parties;

3.in accordance with the terms of agreements governing them on terms that are fair and reasonable so far as the shareholders of the Company are concerned and in the interests of the shareholders of the Company as a whole.

The Company has received a letter from the auditors stating that the above connected transactions:

1.have received the approval of the Board of Directors of the Company;

2.have been entered into in accordance with the relevant agreements governing such transactions;

3.have not exceeded the upper limits set out below in 2006:

i.bancassurance arrangement with ICBC: RMB150 million;

ii.bank deposits arrangements with HSBC: US$2,336 million on any given day;

iii.bank deposits arrangements with ICBC and ICBC (Asia): RMB24,900 million on any given day;

iv.foreign exchange swaps with ICBC Shanghai Branch: US$300 million.

In 2006, the Company and the Group had the following connected transactions:

1.Acquisition and Subscription of Shares in SZCB

On July 28, 2006, the Company entered into a share purchase agreement with the Shenzhen Financial Bureau, Shum Yip Holding Company Limited, Shenzhen Investment Holdings Co., Ltd. and other independent third parties (the "Share Purchase Agreement") in relation to the acquisition by the Company of 1,008,186,384 shares, representing approximately 63% of the entire issued share capital of SZCB as at the date of the Share Purchase Agreement, for a consideration of RMB1,008,186,384. Further, as part of the reorganization of SZCB and pursuant to the Share Purchase Agreement, the Company also entered into a subscription agreement with SZCB on July 28, 2006 in relation to the subscription by the Company of a further 3,902 million new shares in SZCB (the "Subscription Agreement") representing approximately 70.92% of the enlarged issued share capital of SZCB respectively. The consideration of the subscription is RMB3,902 million, at the subscription price of RMB1 per share.

Shenzhen Investment Holdings Co., Ltd. is a promoter of Ping An Life and thus a connected person of the Company under the Listing Rules. Therefore, the Share Purchase Agreement constituted a connected transaction of the Company under the Listing Rules.

Further, as Shenzhen Investment Holdings Co., Ltd. holds over 30% of the issued shares in SZCB, SZCB is an associate of Shenzhen Investment Holdings Co., Ltd. and thus, SZCB is also a connected person of the Company. Therefore, the Share Subscription Agreement also constituted a connected transaction of the Company under the Listing Rules.

Completion of the Share Purchase Agreement and the Subscription Agreement took place on November 30, 2006. Furthermore, the Company purchased 6,611,320 shares in SZCB from other shareholders of SZCB.

Following completion of the transactions, SZCB became an approximately 89.36% owned subsidiary of the Company.

2.Subscription of Shares in ICBC

On October 16, 2006, Ping An Life, a subsidiary of the Company, entered into an A Shares Placing Agreement with ICBC for the subscription of 352,564,000 ICBC A Shares pursuant to the ICBC PRC initial public offering. The total subscription price for the ICBC A Shares subscribed by Ping An Life was RMB1,100 million at RMB3.12 per share.

50% each of the ICBC A Shares subscribed by Ping An Life is subject to a 12-months' and 18-months' lock up period respectively, effective from the date of listing on the Shanghai Stock Exchange, being October 27, 2006.