THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THE 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Taiping Insurance Holdings Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. (Incorporated in Hong Kong with limited liability) (Stock Code: 966) DISCLOSEABLE AND CONNECTED TRANSACTIONS ACQUISITION OF PROPERTY ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE AND RE-ELECTION OF DIRECTOR Independent financial adviser to the Independent Board Committee and the Independent Shareholders First Shanghai Capital Limited A letter from the Board is set out on pages 4 to 12 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 13 of this circular. A letter from First Shanghai Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 15 to 26 of this circular. A notice convening an extraordinary general meeting of China Taiping Insurance Holdings Company Limited to be held at 24/F., Ming An Plaza Phase II, 8 Sunning Road, Causeway Bay, Hong Kong on Wednesday, 23 December 2009 at 3:00 p.m. or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon on that day, at the same time and place on the first Business Day after 23 December 2009 is set out on pages 44 to 45 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company at 12th Floor, Ming An Plaza Phase II, 8 Sunning Road, Causeway Bay, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the extraordinary general meeting if they so wish. Hong Kong, 3 December 2009

2 CONTENTS DEFINITIONS... 1 LETTER FROM THE BOARD Page 1. INTRODUCTION THE ACQUISITION OF PROPERTY AND ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY ACQUISITION FRAMEWORK AGREEMENT AND THE TPR ACQUISITION AGREEMENT REQUIREMENTS UNDER THE LISTING RULES RE-ELECTION OF DIRECTOR EXTRAORDINARY GENERAL MEETING GENERAL INFORMATION ACTION TO BE TAKEN RECOMMENDATION LETTER FROM THE INDEPENDENT BOARD COMMITTEE LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS APPENDIX I VALUATION REPORT APPENDIX II GENERAL INFORMATION APPENDIX III DETAILS OF THE DIRECTOR TO BE RE-ELECTED NOTICE OF EGM i

3 DEFINITIONS In this circular, the following expressions have the following meanings, unless the context otherwise requires: Articles of Association associate Board Company connected person Directors EGM First Shanghai Group HK$ Hong Kong Independent Board Committee Independent Shareholders Land the articles of association of the Company, as originally adopted, or as from time to time altered in accordance with the Companies Ordinance has the meaning ascribed to it under the Listing Rules the board of Directors of the Company China Taiping Insurance Holdings Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the directors of the Company the extraordinary general meeting of the Company to be held to approve the Property Acquisition Framework Agreement, the TPR Acquisition Agreement and the transactions contemplated thereunder and re-election of Director First Shanghai Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC an independent board committee of the Board comprising all the independent non-executive Directors Shareholders other than TPG, TPR, TPIH and their respective associates the piece of land situated at Qu 17/2 Street 215 Meiyuan New Village, Lujiazui Finance and Trade Zone, Pudong New Area, Shanghai, the PRC with a site area of approximately 9,259 square meters 1

4 DEFINITIONS Latest Practicable Date Listing Rules PRC Property Property Acquisition Property Acquisition Framework Agreement Shareholders Stock Exchange Taiping Financial Tower TPG TPIH TPL 2 December 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein the Rules Governing the Listing of Securities on the Stock Exchange People s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan approximately 16,108 square meters gross floor area of Taiping Financial Tower which will comprise six floors (from 24th to 29th floor or such other floors as may be agreed by TPR and TPL) the acquisition of the Property pursuant to the Property Acquisition Framework Agreement the property sale and purchase agreement dated 23 November 2009 entered into between TPR and TPL in relation to the acquisition of the Property by TPL shareholders of the Company The Stock Exchange of Hong Kong Limited a grade A office building with approximately 110,579 square meters gross floor area, to be named as 太平金融大廈 (Taiping Financial Tower), being constructed on the Land 中國太平保險集團公司 (China Taiping Insurance Group Co., formerly known as 中國保險 ( 控股 ) 有限公司 (China Insurance (Holdings) Company Limited)), a limited company established in the PRC and the ultimate holding company of the Company, which is holding an effective interest of approximately 53.41% in the Company as at the Latest Practicable Date 太平投資控股有限公司 (Taiping Investment Holdings Company Limited), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of TPG 太平人壽保險有限公司 (Taiping Life Insurance Company Limited), a company established in the PRC and a subsidiary of the Company owned as to 50.05% by the Company, 25.05% by TPG and 24.9% by Fortis Insurance International N.V. 2

5 DEFINITIONS TPR TPR Loan TPR Acquisition 太平置業 ( 上海 ) 有限公司 (Taiping Real Estate Shanghai Company Limited, formerly known as 上海澤鵬置業有限公司 (Shanghai Zepeng Real Estate Development Co., Ltd.)), a company established in the PRC and wholly-owned by TPIH loans in the principal amount of approximately (i) RMB377,137,000 at an interest rate of HIBOR plus 0.53% for a term of 5 years repayable on or before 30 December 2012 and (ii) RMB45,000,000 at an interest rate of 5.31% due on 20 January 2010 due and owing from TPR to TPIH and its subsidiaries and the related interest payable amount of approximately RMB9,776,000 the acquisition of a 39% interest in TPR and the assignment of 39% of the TPR Loan pursuant to the TPR Acquisition Agreement TPR Acquisition Agreement the sale and purchase agreement dated 23 November 2009 entered into between TPIH and TPL in relation to the acquisition of a 39% equity interest in TPR by TPL and the assignment of 39% of the TPR Loan RMB Renminbi, the lawful currency of the PRC % per cent In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text. 3

6 LETTER FROM THE BOARD (Incorporated in Hong Kong with limited liability) (Stock Code: 966) Executive Directors: Mr. Lin Fan Mr. Song Shuguang Mr. Xie Yiqun Mr. He Zhiguang Mr. Ng Yu Lam, Kenneth Mr. Shen Koping, Michael Mr. Lau Siu Mun, Sammy Non-executive Director: Mr. Li Tao Independent Non-executive Directors: Dr. Wu Jiesi Mr. Che Shujian Mr. Lee Kong Wai, Conway Registered Office: 22nd Floor Ming An Plaza Phase I 8 Sunning Road Causeway Bay Hong Kong Principal Place of Business: 12th Floor Ming An Plaza Phase II 8 Sunning Road Causeway Bay Hong Kong 3 December 2009 To the Shareholders Dear Sir or Madam, DISCLOSEABLE AND CONNECTED TRANSACTIONS ACQUISITION OF PROPERTY ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE AND RE-ELECTION OF DIRECTOR 1. INTRODUCTION The Board refers to the announcement of the Company dated 23 November 2009 in respect of the proposed Property Acquisition and the TPR Acquisition. 4

7 LETTER FROM THE BOARD The purposes of this circular are: (i) to provide you with further information regarding the Property Acquisition and the TPR Acquisition; (ii) to provide you with details regarding the re-election of director; (iii) to set out the letter of advice from First Shanghai to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement; (iv) to set out the recommendation and opinion of the Independent Board Committee after taking into consideration of the advice of First Shanghai in relation to the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement; and (v) to give you notice of the EGM to consider and if thought fit, to approve the resolutions relating to the Property Acquisition, the TPR Acquisition and the re-election of Mr. LEE Kong Wai Conway as an independent non-executive Director at the EGM. 2. THE ACQUISITION OF PROPERTY AND ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE (i) The Property Acquisition Framework Agreement Date : 23 November 2009 Parties : (1) TPR as vendor (2) TPL as purchaser Subject Matter : The acquisition from TPR by TPL of approximately 16,108 square meters gross floor area of Taiping Financial Tower, which will comprise six floors (from the 24th to 29th floors, or such other floors as shall be agreed by the parties in writing) of Taiping Financial Tower. Consideration : RMB595,996,000. The consideration shall be adjusted in accordance with the actual gross floor area of the completed Property to be delivered to TPL at a sum of RMB37,000 per square meter. The Company expects that the consideration will not exceed RMB613,875,880 after adjustment. Condition : Completion of the Property Acquisition Framework Agreement Precedent is subject to the approval by the Independent Shareholders of the Property Acquisition Framework Agreement and the transactions contemplated thereunder at the EGM. The Property Acquisition Framework Agreement is not conditional upon completion of the TPR Acquisition Agreement. 5

8 LETTER FROM THE BOARD Others : The Property shall be delivered by TPR to TPL on or before 30 June 2011 or such other date as may be agreed between the parties if there are special circumstances. The parties shall enter into a pre-sale contract in respect of Shanghai commercial housing ( 上海市商品房預售合同 ) in respect of the Property within 30 working days after the day on which TPR obtains the permit for the pre-sale of Shanghai commercial housing ( 上海市商品房預售許可證 ) of Taiping Financial Tower in accordance with the principles of the Property Acquisition Framework Agreement. (ii) The TPR Acquisition Agreement Date : 23 November 2009 Parties : (1) TPIH as vendor (2) TPL as purchaser Subject Matter : (1) The acquisition by TPL of a 39% equity interest in TPR from TPIH; and (2) The assignment of 39% of the benefits and interest of and in the TPR Loan by TPIH to TPL. Consideration : The consideration for the acquisition of the 39% equity interest in TPR is RMB924,001,140, which is payable in cash within 30 days upon fulfillment of all the conditions precedent of the TPR Acquisition Agreement. The consideration for the acquisition of 39% of the benefits and interest of and in the TPR Loan is 39% of the principal amount thereof (together with interest) as at the day of signing of the TPR Acquisition Agreement, being RMB168,446,000. Such sum shall be payable by TPL to TPIH or its nominee(s) as it may direct at the time when the consideration for the acquisition of the 39% equity interest in TPR is paid. It is intended that TPL will, after completion of the TPR Acquisition Agreement, negotiate with TPR on the interest rate in respect of 39% of the TPR Loan at a rate not less than the lending interest rate offered by the People s Bank of China. 6

9 LETTER FROM THE BOARD It is agreed under the TPR Acquisition Agreement that TPL will (after completion of the TPR Acquisition Agreement) and TPIH will from time to time advance further shareholders loan to TPR not exceeding an aggregate amount of RMB462,000,000 of which RMB281,820,000 and RMB180,180,000 shall be borne by TPIH and TPL, respectively. It is intended that TPL will, after completion of the TPR Acquisition Agreement, negotiate with TPR on the interest rate in respect of such further shareholders loan at a rate not less than the lending interest rate offered by the People s Bank of China. Completion of the TPR Acquisition Agreement shall take place on the day on which consideration in respect of the acquisition of the 39% equity interest in TPR and the assignment of 39% of the TPR Loan have been received by TPIH. Conditions : Completion of the TPR Acquisition Agreement is subject to Precedent the satisfaction of the following conditions precedent: (i) (ii) (iii) (iv) (v) approval by the Independent Shareholders of the TPR Acquisition Agreement and the transactions contemplated thereunder at the EGM; (if required) all approvals required for the transactions contemplated under the TPR Acquisition Agreement having been obtained from the relevant governmental or regulatory authorities in the PRC; the approval procedures in respect of the TPR Acquisition Agreement and the transactions contemplated thereunder by the board of directors of TPL having been completed in accordance with applicable laws; the transactions contemplated under the Property Acquisition Framework Agreement having been completed in accordance with applicable laws; and in the reasonable opinion of TPL, completion of the TPR Acquisition Agreement would not have a material adverse impact on the solvency of TPL. Conditions (i), (ii) and (iii) cannot be waived by the parties. Conditions (iv) and (v) can be waived by TPL. 7

10 LETTER FROM THE BOARD Basis of Consideration If the conditions are not fulfilled within 18 months from the date of the TPR Acquisition Agreement (or by such later date(s) as the parties may agree in writing), the TPR Acquisition Agreement shall lapse and none of the parties shall have any claim against the other party. The consideration for the acquisition of the Property was determined after arm s length negotiations between TPR and TPL with reference to the valuation of the Property of RMB733,400,000 as at 31 October 2009 appraised by an independent valuer based on market values. A valuation report on the market values of the Property is included in Appendix I of this circular. The consideration for the acquisition of the 39% equity interest in TPR and 39% of the TPR Loan was determined after arm s length negotiations between TPIH and TPL mainly with reference to the valuation of Taiping Financial Tower at completion stage as appraised by an independent valuer based on market values (but excluding the valuation of the Property). Based on the valuation, the values of Taiping Financial Tower (including the Property) at the existing state and on completion were RMB2,170,000,000 and RMB4,083,000,000, respectively, as at 31 October A valuation report on the market values of Taiping Financial Tower is included in Appendix I of this circular. The amount of the shareholders loan to be further advanced by TPIH and TPL to TPR was determined with reference to the project cost for the development of Taiping Financial Tower based on an estimate by an external consultant, the actual cost incurred and the projected cash resources of TPR available for the development of the Taiping Financial Tower. It is intended that the consideration payable under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement will be funded by internal resources of the Group. Information on TPR TPR is a limited liability company established in the PRC and wholly-owned by TPIH. It was established by TPIH on 5 December 2006 with a registered capital of RMB980,000,000. The principal asset of TPR is the holding of an 100% equity interest in the development project of Taiping Financial Tower. The principal activity of TPR is the development, sale and lease of the Land and property management. 8

11 LETTER FROM THE BOARD The audited net asset value of TPR as at 31 December 2008 prepared in accordance with generally accepted accounting principles in the PRC was RMB975,427,520. The results of TPR for the two years ended 31 December 2008 and the ten months ended 31 October 2009 prepared in accordance with generally accepted accounting principles in the PRC are set out below: For the For the ten months ended year ended 31 December 31 October (unaudited) (audited) (audited) (RMB 000) (RMB 000) (RMB 000) Loss before taxation 2,318 2,689 3,290 Loss after taxation 2,318 2,081 2,515 Information on the Land and the Property The Land is situated at Qu 17/2 Street 215 Meiyuan New Village, Lujiazui Finance and Trade Zone, Pudong New Area, Shanghai, the PRC ( 中國上海浦東新區陸家嘴金融貿易區梅園新村街道 215 街坊 17/2 丘 ) with a site area of approximately 9,259 square meters. As at the Latest Practicable Date, a grade A office building, to be named as Taiping Financial Tower ( 太平金融大廈 ), was being constructed on the Land. The Land was acquired by TPR at a cost of RMB995,690,365 in The Property will be situated in Taiping Financial Tower. 3. REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY ACQUISITION FRAMEWORK AGREEMENT AND THE TPR ACQUISITION AGREEMENT The Property Acquisition Framework Agreement will allow TPL to invest in land and property in a premium location in Pudong, Shanghai. Such real estate investment is optimal from an asset-liability matching perspective, especially for matching the long-term life insurance policies which TPL is currently underwriting. As such, the investment will enhance the diversity and optimize the risk of the overall investment portfolio of TPL. Furthermore, given the promising long-term economic and financial prospects of Shanghai and the PRC, there is potential for attractive capital appreciation for this investment over the long term. TPL also intends to use the premises acquired as office space for its headquarters in Shanghai. Operating from a prestigious and prominent location in Shanghai will further enhance TPL s market image and position within the PRC insurance and financial industries. By purchasing the premises, TPL will be able to save operating and rental expenses over the long term. 9

12 LETTER FROM THE BOARD The TPR Acquisition Agreement will allow TPL to gain expertise and experience in real estate investment and development within the PRC. Such skills and experience are important for real estate investments, especially in an emerging and fast-growing market such as the PRC. TPL expects the percentage of real estate holdings to gradually increase within its investment portfolio in the years to come. Internationally, real estate investments constitute an important part of insurance company investments, as they offer diversification and optimal asset-liability matching with the long-term liabilities of insurance companies. TPR will also offer a consistent stream of rental income from its development and management of Taiping Financial Tower. The shareholders loan to be advanced by TPL and TPIH to TPR will be used for development and construction of Taiping Financial Tower. The Directors (including the independent non-executive Directors) were of the view that the Property Acquisition Framework Agreement and the TPR Acquisition Agreement (including the advancement of the shareholders loan to TPR) have been entered into on normal commercial terms, and that the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 4. REQUIREMENTS UNDER THE LISTING RULES As at the Latest Practicable Date, TPG is the ultimate holding company of the Company holding an effective interest of approximately 53.41% in the issued share capital of the Company. TPR and TPIH are wholly-owned subsidiaries of TPG. Therefore, TPIH and TPR are connected persons of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement constitute connected transactions of the Company under the Listing Rules. As the applicable percentage ratios in respect of the aggregate consideration payable under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement calculated in accordance with Chapter 14 of the Listing Rules are more than 2.5%, the transactions contemplated under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement are subject to the reporting, announcement and independent shareholders approval requirements under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios in respect of the consideration payable under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement is more than 5% but less than 25%, the Property Acquisition and the TPR Acquisition also constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules. The advancement of the shareholders loan by TPL for the benefit of TPR under the TPR Acquisition Agreement also constitutes financial assistance of the Company under the Listing Rules. 10

13 LETTER FROM THE BOARD In view of the interests of TPR and TPIH in the Property Acquisition and the TPR Acquisition, TPG, TPR, TPIH and their respective associates will abstain from voting in relation to the resolutions approving the Property Acquisition and the TPR Acquisition at the EGM. The Independent Board Committee has been appointed to advise the Independent Shareholders on whether or not the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement are in the interests of the Company and are fair and reasonable so far as the Shareholders as a whole are concerned. First Shanghai has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders regarding the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement. 5. RE-ELECTION OF DIRECTOR According to Article 93 of the Articles of Association, any person appointed as a Director by the Board to fill a casual vacancy shall hold office only until the first general meeting after his appointment and shall then be eligible for re-election. Mr. LEE Kong Wai Conway who was appointed as an independent non-executive Director after the last annual general meeting of the Company held on 12 May 2009 shall retire pursuant to Article 93 of the Articles of Association at the EGM. Being eligible, he will offer himself for re-election. Mr. LEE will not be appointed for a specific term but will be subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association. Particulars of Mr. LEE are set out in Appendix III to this circular. 6. EXTRAORDINARY GENERAL MEETING Set out on pages 44 to 45 of this circular is the notice convening the EGM at which resolutions will be proposed to approve, among other things, the Property Acquisition, the TPR Acquisition and the re-election of Director. 7. GENERAL INFORMATION The principal activity of the Company is investment holding. The principal activities of the Group are the underwriting of all classes of global reinsurance business, direct life insurance business in the PRC and direct property and casualty insurance business in the PRC and Hong Kong. Apart from those, the Group also carries on asset management, insurance intermediary and pension businesses and, to support its insurance activities, holds money market, fixed income, equity and property investments. The principal activities of TPG and its subsidiaries are the insurance business and securities broking, and the holding of various investments. The principal activity of TPIH is investment holding. TPL was incorporated in the PRC with a national licence to operate domestic life insurance. TPL is mainly engaged in underwriting of direct life insurance contracts in Mainland China. 11

14 LETTER FROM THE BOARD 8. ACTION TO BE TAKEN A proxy form for use at the EGM is enclosed herein. Whether or not you intend to attend the EGM, you are requested to complete the proxy from and return it to the principal place of business of the Company at 12th Floor, Ming An Plaza Phase II, 8 Sunning Road, Causeway Bay, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM. Delivery of a proxy form will not preclude the Shareholders from attending and voting in person at the EGM if they so wish. 9. RECOMMENDATION Your attention is drawn to the letter from the Independent Board Committee set out on pages 13 to 14, of this circular which contains its recommendation to the Independent Shareholders. The Independent Board Committee, having taken into account the advice of First Shanghai, considers that the terms of each of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Independent Shareholders should vote in favour of all the resolutions as set out in the EGM Notice. Your attention is also drawn to the additional information set out in the appendix to this circular. Yours faithfully By Order of the Board China Taiping Insurance Holdings Company Limited NG Yu Lam, Kenneth Executive Director and Chief Executive Officer 12

15 LETTER FROM THE INDEPENDENT BOARD COMMITTEE The following is the text of a letter of recommendation from the Independent Board Committee which has been prepared for the purpose of inclusion in this circular. (Incorporated in Hong Kong with limited liability) (Stock Code: 966) To the Independent Shareholders Dear Sir or Madam, 3 December 2009 DISCLOSEABLE AND CONNECTED TRANSACTIONS ACQUISITION OF PROPERTY ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE We refer to the circular of the Company dated 3 December 2009 (the Circular ) to the Shareholders, of which this letter forms part. Terms defined in the Circular have the same meanings in this letter unless the context requires otherwise. We have been appointed by the Board as the Independent Board Committee to advise you as to whether, in our opinion, the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement are fair and reasonable so far as the Independent Shareholders are concerned. First Shanghai has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Property Acquisition and the TPR Acquisition. Details of its advice, together with the principal factors taken into consideration in arriving at such, are set out in its letter on pages 15 to 26 of the Circular. Your attention is drawn to the letter from the Board set out on pages 4 to 12 of the Circular and the general information set out in the appendix. 13

16 LETTER FROM THE INDEPENDENT BOARD COMMITTEE Having taken into account the terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement, and the advice given by First Shanghai, we consider that the terms of each of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement are on normal commercial terms and that they are fair and reasonable and in the interests of the Company and its shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions approving the Property Acquisition and the TPR Acquisition to be proposed at the EGM. Yours faithfully, WU Jiesi CHE Shujian LEE Kong Wai, Conway Independent Board Committee 14

17 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS The following is the text of a letter of advice to the Independent Board Committee and the Independent Shareholders from First Shanghai on the terms of the Property Acquisition Framework Agreement, the TPR Acquisition Agreement and the transactions contemplated thereunder for inclusion in this circular. To the Independent Board Committee and the Independent Shareholders Dear Sirs, FIRST SHANGHAI CAPITAL LIMITED 19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong 3 December 2009 DISCLOSEABLE AND CONNECTED TRANSACTIONS ACQUISITION OF PROPERTY ACQUISITION OF TAIPING REAL ESTATE SHANGHAI COMPANY LIMITED AND FINANCIAL ASSISTANCE INTRODUCTION We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Property Acquisition Framework Agreement, the TPR Acquisition Agreement and the transactions contemplated thereunder, details of which are set out in the circular of the Company dated 3 December 2009 (the Circular ), of which this letter forms a part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular. As at the Latest Practicable Date, TPR and TPIH are wholly-owned subsidiaries of TPG and TPG is the ultimate holding company of the Company holding an effective interest of approximately 53.41% in the issued share capital of the Company. As a result, TPR and TPIH are connected persons of the Company (as defined in the Listing Rules) and the transactions contemplated under the Property Acquisition Framework Agreement and the TPR Acquisition Agreement (the Transactions ), including the advancement of the shareholder s loan by TPL for the benefit of TPR under the TPR Acquisition Agreement which constitutes financial assistance of the Company under the Listing Rules, constitute connected transactions of the Company under the Listing Rules, and are subject to the approval of the Independent Shareholders by way of poll at the EGM. 15

18 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS The Independent Board Committee, comprising all the independent non-executive Directors, namely, Dr. Wu Jiesi, Mr. Che Shujian and Mr. Lee Kong Wai, Conway, has been established to advise the Independent Shareholders on the terms of the Property Acquisition Framework Agreement, the TPR Acquisition Agreement and the transactions contemplated thereunder. We, First Shanghai Capital Limited, have been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in this regard. In putting forth our opinion and recommendations, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the Directors and the Group, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the Directors and the Group were true at the time they were made and continued to be true up to the time of the holding of the EGM. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the Group and have been advised by the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have performed all reasonable steps as required under Rule of the Listing Rules in formulating our opinion and recommendation and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have sought confirmation from the Directors that no material facts or information have been omitted from the information supplied and/or opinions expressed. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the Group nor have we conducted any form of investigation into the business, affairs or future prospects of the Group. PRINCIPAL FACTORS AND REASONS CONSIDERED In formulating our opinion and recommendations as to the fairness and recommendation of the Transactions, we have taken into account the following principal factors and reasons: 1. Background to and reasons for the entering into of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement The Group is a diversified insurance company principally engaged in the underwriting of all classes of global reinsurance business, direct life insurance business in the PRC and direct property and casualty insurance business in the PRC and Hong Kong. The Group also has operations in asset management, insurance intermediary and pension businesses and, to support its insurance activities, holds money market, fixed income, equity and property investments. TPL is a non-wholly owned subsidiary of the Company principally engaged in underwriting direct life insurance contracts in the PRC. 16

19 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS As stated in the letter from the Board, the Property Acquisition Framework Agreement would enable TPL to invest in land and property in the premium location in Pudong, Shanghai which will become a long-term investment to the Group through TPL. Given the long-term nature of the life insurances policies currently underwritten by TPL, the long-term investment in the Property after completion of the Property Acquisition provides an asset-liability matching opportunity to TPL which in turn is also optimal to the overall investment portfolio of the Group. The Property Acquisition also expects to diversify and optimize the risk of the overall investment portfolio of TPL. Given the promising long-term economic and financial prospects of Shanghai and the PRC, the Directors consider there is potential for attractive capital appreciation for this investment over the long term. TPL intends to use the Property as office space for its headquarters in Shanghai, which is expected to (i) enhance TPL s market image and position within the PRC insurance and financial industries by operating from a prestigious and prominent location in Shanghai; and (ii) save operating and rental expenses for TPL over the long term. On the other hand, the TPR Acquisition Agreement would enable TPL to gain expertise and experience in real estate investment and development within the PRC, which is in accordance with TPL s expectation that the percentage of real estate holdings would gradually increase within its investment portfolio in the future. The acquisition of 39% equity interest in TPR under the TPR Acquisition Agreement is expected to provide a consistent stream of rental income from TPR s development and management of Taiping Financial Tower while the assignment of 39% of the benefits and interest of and in the TPR Loan by TPIH to TPL under the TPR Acquisition Agreement is also expected to provide interest income to the Group until the TPR Loan is fully repaid. As set out in the interim report of the Company for the six months ended 30 June 2009 (the Interim Report ), approximately 59.9%, 30.7%, 5.0% and 4.4% of investments held by TPL (excluding unit-linked product assets) are debt securities, cash and bank deposits, investment funds and direct equity securities respectively as at 30 June There are rooms for TPL to increase the percentage of real estate holdings within its investment portfolio given real estate investments offer diversification and optimal asset-liability matching with the long-term liabilities of insurance companies which constitute an important part of the investment portfolio of an international insurance company. Pursuant to the terms of the TPR Acquisition Agreement, TPL will also acquire from TPIH 39% of the benefits and interest of and in the TPR Loan, being the loan due and owing from TPR to TPIH and its subsidiaries and the related interest payable as at the date of the TPR Acquisition Agreement. We are advised that the TPR Loan was used to finance the development and the construction of the Taiping Financial Tower and the acquisition of 39% of the benefits and interest of and in the TPR Loan is part and parcel of the acquisition of the 39% effective interest in TPR including its assets and liabilities. 17

20 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS As set out in the letter from the Board, TPL will (after completion of the TPR Acquisition Agreement) and TPIH will from time to time advance further shareholders loan to TPR. We are advised that after the entering into of the TPR Acquisition Agreement and prior to completion of the TPR Acquisition Agreement, TPIH may provide further advance to TPR for continuous development and construction of the Taiping Financial Tower which would result in the percentage of the TPR Loan due and owing to TPIH exceeding 61% of TPIH s equity interest in TPR as at completion of the TPR Acquisition Agreement until TPL contributes further funding to TPR after completion of the TPR Acquisition Agreement. Accordingly, the percentage of the TPR Loan due and owing to TPL at completion of the TPR Acquisition Agreement would be lower than 39% of TPL s equity interest in TPR. Nevertheless, after completion of TPR Acquisition Agreement, any further advance of shareholder s loan to TPR by TPL would not exceed TPL s interest in TPR. Having considered that the entering into of the Property Acquisition Framework Agreement would enable TPL to (i) invest in property in the premium location in Pudong, Shanghai; (ii) diversify and optimize the risk of the overall portfolio of TPL; (iii) save operating and rental expenses for TPL over the long term; and (iv) enhance its market image and position within the PRC insurance and financial industries, and the TPR Acquisition Agreement would also enable TPL to (i) gain expertise and experience in real estate investment and development within the PRC; (ii) receive a consistent stream of rental income and interest income from TPR s development and management of Taiping Financial Tower and the acquisition of the TPR Loan; (iii) diversify and optimize the asset-liability matching with the long-term liabilities of the Group; and (iv) the acquisition of the 39% of the benefits and interest of and in the TPR Loan is part and parcel of the acquisition of the 39% effective interest in TPR including its assets and liabilities, we are of the view that the entering into of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement, which will increase the Group s investment in real estates holding within its investment portfolio being one of the business activities of the Group, are in the ordinary course of business of the Company and in the interests of the Company and the Shareholders as a whole. In addition, given any further advance of shareholder s loan by TPIH to TPR before completion of the TPR Acquisition Agreement would lower the percentage of the TPR Loan due and owing to TPL below 39% as at completion of the TPR Acquisition Agreement and would not affect the amount of TPR Loan due and owing to TPL, we consider that the Group s interest in TPR would not be prejudiced. 18

21 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS 2. Information on the Property As described in the letter from the Board and the valuation report on Taiping Financial Tower and the Property as set out in Appendix I to the Circular, the Property will comprise six floors (from 24th to 29th floors, or such other floors as shall be agreed by the parties in writing) of Taiping Financial Tower with a planned gross floor area of approximately 16,108 square meters to be constructed on the Land situated at Qu 17/2 Street 215 Meiyuan New Village, Lujiazui Finance and Trade Zone, Pudong New Area, Shanghai ( 上海浦東新區陸家嘴金融貿易區梅園新村街道 215 街坊 17/2 丘 ) with a site area of approximately 9,259 square meters. Taiping Financial Tower is a 38-storey grade A office building planned to be developed with a planned gross floor area of approximately 93,220 square meters and a 3-level car park basement, which is expected to be completed in about the first quarter of The Land was acquired by TPR at a cost of approximately RMB995.7 million in 2007 and the land use rights of Taiping Financial Tower have been granted for a term of 50 years from 11 June 2007 to 10 June 2057 for the commercial, office composite uses. 3. Information on TPR TPR is a limited liability company established in the PRC and is wholly-owned by TPIH. TPR is interested in 100% of the development project of Taiping Financial Tower and its principal activity is the development, sale and lease of the Land and property management. Financial information of TPR Set out below is a summary of the audited results of TPR for the two years ended 31 December 2008 and the unaudited results of TPR for the ten months ended 31 October 2009 based on TPR s management accounts, all of which are prepared in accordance with generally accepted accounting principles in the PRC: Ten months ended Year ended 31 December 31 October RMB 000 RMB 000 RMB 000 (audited) (audited) (unaudited) Turnover 102 Loss before taxation 3,290 2,689 2,318 Loss after taxation 2,515 2,081 2,318 19

22 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS As Taiping Financial Tower was under construction for the two years ended 31 December 2008 and the ten months ended 31 October 2009, TPR recorded turnover of approximately RMB102,000 for the year ended 31 December 2007 which was mainly rental income for temporary car parking spaces on the Land and did not record turnover for the year ended 31 December 2008 and the ten months ended 31 October The loss before taxation of TPR for the two years ended 31 December 2008 were principally attributable to management expenses and the combined effect of interest income/expense and foreign exchange gain/loss recorded during the year while the loss before taxation of TPR for the ten months ended 31 October 2009 principally comprised the management expenses. The following table summarizes the unaudited balance sheet of TPR as at 31 October 2009 based on TPR s management accounts prepared in accordance with generally accepted accounting principles in the PRC: As at 31 October 2009 RMB million (unaudited) Non-current assets 1,302.7 Current assets Total assets 1,415.9 Current liabilities (20.7) Non-current liabilities (422.1) Total liabilities (442.8) Net assets The non-current assets of TPR amounted to approximately RMB1,302.7 million as at 31 October 2009 which were mainly the Land and construction in progress in respect of Taiping Financial Tower. The current assets of TPR amounted to approximately RMB113.2 million as at 31 October 2009 which mainly comprised cash and bank deposit of approximately RMB109.8 million. The non-current liabilities of TPR amounted to approximately RMB422.1 million as at 31 October 2009 which was the TPR Loan. The current liabilities of TPR amounted to approximately RMB20.7 million at 31 October 2009 which mainly comprised account and other payables in relation to the development and construction of the Taiping Financial Tower of approximately RMB10.6 million and interest payables in respect of the TPR Loan of approximately RMB9.8 million. 20

23 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS 4. Principal terms of the Property Acquisition Framework Agreement and the TPR Acquisition Agreement (a) Property Acquisition Framework Agreement Pursuant to the terms of the Property Acquisition Framework Agreement, TPL will acquire from TPR of approximately 16,108 square meters gross floor area of Taiping Financial Tower, which will comprise six floors (from the 24th to 29th floor, or such other floors as shall be agreed by the parties in writing) of Taiping Financial Tower at the consideration of approximately RMB596.0 million (the Property Consideration ). The Property Consideration shall be adjusted in accordance with the actual gross floor area of the completed Property to be delivered to TPL at a sum of RMB37,000 per square meter where the Company expects that the Property Consideration would not exceed approximately RMB613.9 million after adjustment. As set out in the letter from the Board, the Property Consideration was arrived at after arm s length negotiations between TPR and TPL with reference to the valuation of the Property of RMB733.4 million as at 31 October 2009 as appraised by an independent valuer. Pursuant to the Property Acquisition Framework Agreement, the Property Consideration shall be adjusted in accordance with the actual gross floor area of the completed Property to be delivered to TPL at a sum of RMB37,000 per square meter for deviation from the planned gross floor area of approximately 16,108 square meters. Evaluation of the Property Consideration The Property has been valued by DTZ Debenham Tie Leung Limited (the Valuer ) at RMB733.4 million as at 31 October 2009 assuming that the construction of the Property has been completed according to the development scheme as at 31 October The text of the valuation report and certificate in relation to the Property is set out in Appendix I to the Circular. In assessing the Property Consideration, we have reviewed and discussed with the Valuer the methodology of, and basis and assumptions adopted for, the valuation of the Property as contained in the valuation report. The Valuer has adopted the direct comparison method to value the Property which, in our opinion, is a normal approach in establishing the market value of the Property. In assessing the market value of the Property, the Valuer has made reference to comparable sale evidence as available in the relevant market. 21

24 LETTER FROM FIRST SHANGHAI TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS Having considered that (i) the Property Consideration of approximately RMB596.0 million (subject to adjustment) represents a discount of approximately 18.7% to the market value of the Property as at 31 October 2009 assuming that the construction of the Property has been completed as at 31 October 2009 as appraised by the Valuer; and (ii) the Property Consideration shall be adjusted in accordance with the actual gross floor area of the completed Property to be delivered to TPL at RMB37,000 per square meter, which is the value of the Property per square meter as represented by the Property Consideration, for deviation from the planned gross floor area of approximately 16,108 square meters, we consider that the terms of the Property Acquisition Framework Agreement including the Property Consideration are normal commercial and fair and reasonable. (b) TPR Acquisition Agreement Pursuant to the terms of the TPR Acquisition Agreement, TPL will acquire from TPIH (i) a 39% equity interests in TPR; and (ii) 39% of the benefits and interest of and in the TPR Loan at the considerations of approximately RMB924.0 million (the TPR Consideration ) and RMB168.4 million (the TPR Loan Consideration ) respectively. Evaluation of the TPR Consideration As set out in the letter from the Board, the TPR Consideration was determined after arm s length negotiations between TPIH and TPL mainly with reference to the valuation of Taiping Financial Tower at completion stage as appraised by the Valuer (excluding the valuation of the Property). Taiping Financial Tower (including the Property) has been valued by the Valuer at RMB2,170 million in existing state as at 31 October 2009 and at RMB4,083 million on completion assuming that the construction of Taiping Financial Tower has been completed according to the development scheme as at 31 October The text of the valuation report and certificate in relation to Taiping Financial Tower is set out in Appendix I to the Circular. We have reviewed and discussed with the Valuer the methodology of, and basis and assumptions adopted for, the valuation of Taiping Financial Tower both in existing state and on completion as contained in the valuation report. The Valuer has adopted the direct comparison method to value Taiping Financial Tower both in existing state and on completion which, in our opinion, is a normal approach in establishing the market value of Taiping Financial Tower. In assessing the market value of Taiping Financial Tower in existing state, we understood that the Valuer has made reference to comparable sale of land in Shanghai and the expended construction costs in relation to Taiping Financial Tower as at 31 October For the market value of Taiping Financial Tower on completion, the Valuer has made reference to comparable sale transactions of other 22

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