IMPORTANT

If you are in any doubt about this prospectus, you should obtain independent professional advice.

CHINA PACIFIC INSURANCE (GROUP) CO., LTD.(A joint stock company incorporated in the People’s Republic of China with limited liability)

GLOBAL OFFERINGNumber of Offer Shares Under the Global Offering : 861,300,000 H Shares (comprising 783,000,000 H Shares to be offered by the

Company and 78,300,000 Sale Shares to be offered by the SellingShareholders, subject to the H Share Over-Allotment Option)

Number of Offer Shares Under the International Offering : 818,234,800 H Shares (subject to adjustment and the H Share Over-AllotmentOption)

Number of Hong Kong Offer Shares : 43,065,200 H Shares (subject to adjustment)

Maximum offer price : HK$30.10 per Hong Kong Offer Share payable in full on application in HongKong dollars, subject to refund, plus 1% brokerage, SFC transaction levy of0.004% and a Hong Kong Stock Exchange trading fee of 0.005%

Nominal Value : RMB1.00 each

Stock Code : 02601

Sole Global Coordinator

Joint Sponsors, Joint Bookrunners and Joint Lead Managers

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take noresponsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.

A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar ofCompanies and Available for Inspection” in Appendix XI to this prospectus, has been registered by the Registrar of Companies in Hong Kong asrequired by Section 342C of the Hong Kong Companies Ordinance. The Securities and Futures Commission and the Registrar of Companies in HongKong take no responsibility for the contents of this prospectus or any other document referred to above.

The Offer Price is expected to be fixed by agreement between the Joint Bookrunners (on behalf of the Underwriters) and us (on behalf of ourselves and theSelling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or around Wednesday, 16 December 2009 and, inany event, not later than Tuesday, 22 December 2009. The Offer Price will be not more than HK$30.10 and is currently expected to be not less than HK$26.80unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$30.10 for eachHong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.004% and Hong Kong Stock Exchange trading fee of 0.005% subject torefund if the Offer Price should be lower than HK$30.10.

The Joint Bookrunners (on behalf of the Underwriters, and with our consent (on behalf of ourselves and the Selling Shareholders)) may reduce thenumber of Offer Shares being offered under the Global Offering and/or the indicative offer price range below that stated in this prospectus (whichis HK$26.80 to HK$30.10 per H Share) at any time prior to the morning of the last day for lodging applications under the Hong Kong PublicOffering. In such a case, notices of the reduction in the number of Offer Shares and/or the indicative offer price range will be published in SouthChina Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day forlodging applications under the Hong Kong Public Offering. If applications for Hong Kong Offer Shares have been submitted prior to the day whichis the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Offer Shares and/or the indicative offerprice range is so reduced, such applications cannot be subsequently withdrawn. Further details are set forth in the sections headed “Structure ofthe Global Offering” and “How to Apply for Hong Kong Offer Shares”.

If, for whatever reason, we and the Joint Bookrunners are not able to agree on the Offer Price on or before Tuesday, 22 December 2009, the GlobalOffering (including the Hong Kong Public Offering) will not proceed.

We are incorporated, and substantially all of our businesses are located, in the People’s Republic of China (“PRC”). Potential investors should be aware ofthe differences in the legal, economic and financial systems between the mainland of the PRC and Hong Kong, and that there are different risk factorsrelating to investment in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different fromthe regulatory framework in Hong Kong, and should take into consideration the different market nature of our Shares. Such differences and risk factors areset forth in the sections headed “Risk Factors”, “Supervision and Regulation”, Appendix VIII — “Summary of Principal Legal and Regulatory Provisions” andAppendix IX — “Summary of Articles of Associations”.

The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for thesubscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Lead Managers (on behalf of the Underwriters) if certaingrounds arise prior to 8:00 a.m. on the day that trading in the Offer Shares commences on the Hong Kong Stock Exchange. Such grounds are setforth in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details.

10 December 2009

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EXPECTED TIMETABLE(1)

Application lists open(2) . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Tuesday, 15 December 2009Latest time to lodge WHITE and YELLOW

Application Forms . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Tuesday, 15 December 2009Latest time to give electronic application

instructions to HKSCC(3) . . . . . . . . . . . . . . . . . . . . 12:00 noon on Tuesday, 15 December 2009Latest time to complete electronic applications

under White Form eIPO service through thedesignated website www.eipo.com.hk(4) . . . . . . . 11:30 a.m. on Tuesday, 15 December 2009

Latest time to complete payment of White FormeIPO applications by effecting internet bankingtransfer(s) or PPS payment transfer(s) . . . . . . . . . 12:00 noon on Tuesday, 15 December 2009

Application lists close . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Tuesday, 15 December 2009Expected Price Determination Date . . . . . . . . . . . . . Wednesday, 16 December 2009Announcement of Offer Price . . . . . . . . . . . . . . . . . Thursday, 17 December 2009(1) Announcement of• the level of applications in the Hong Kong

Public Offering;• the level of indications of interest in the

International Offering; and• the basis of allotment of the Hong Kong Offer

Shares expected to be published in South ChinaMorning Post (in English) and the Hong KongEconomic Times (in Chinese) on or before . . . . . . Tuesday, 22 December 2009

(2) Announcement of results of allocations in theHong Kong Public Offering (including successfulapplicants’ identification document numbers,where appropriate) to be available through avariety of channels (see paragraph headed“Publication of Results” in the section headed“How to Apply for Hong Kong Offer Shares”)from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 December 2009

(3) A full announcement of the Hong Kong PublicOffering containing (1) and (2) above to bepublished on the website of the Hong KongStock Exchange at www.hkexnews.hk(5) and theCompany’s website at www.cpic.com.cn(6)

from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 December 2009Results of allocations in the Hong Kong Public

Offering will be available atwww.iporesults.com.hk with a “search by ID”function. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 December 2009

H Share certificates in respect of wholly orpartially successful applications to bedispatched on or before(7) . . . . . . . . . . . . . . . . . . Tuesday, 22 December 2009

White Form e-Refund payment instructions/refundcheques in respect of wholly or partiallyunsuccessful applications to be dispatched on orbefore(7)(8)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 December 2009

Dealings in H Shares on the Hong Kong StockExchange expected to commence on . . . . . . . . . . Wednesday, 23 December 2009

(1) All times refer to Hong Kong local time, except otherwise stated. Details of the structure of the Global Offering,including conditions of the Hong Kong Public Offering, are set forth in the section headed “Structure of the GlobalOffering” in this prospectus.

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(2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong atany time between 9:00 a.m. and 12:00 noon on Tuesday, 15 December 2009, the application lists will not open on thatday. See the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed“How to Apply for Hong Kong Offer Shares” in this prospectus.

(3) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer tothe section headed “How to Apply for Hong Kong Offer Shares — V. Applying by Giving Electronic ApplicationInstructions to HKSCC” in this prospectus.

(4) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained anapplication reference number from the designated website prior to 11:30 a.m., you will be permitted to continue theapplication process (by completing payment of application monies) until 12:00 noon on the last day for submittingapplications, when the application lists close.

(5) The announcement will be available for viewing on the “New Listings — Main Board — Allotment Results” page on theHong Kong Stock Exchange’s website at www.hkexnews.hk.

(6) None of the website or any of the information contained on the website forms part of this prospectus.

(7) Applicants who apply for 100,000 or more Hong Kong Offer Shares and have indicated in their Application Forms theirwish to collect refund cheques (where applicable) and H Share certificates (where applicable) in person may do so fromour H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre,183 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Tuesday, 22 December 2009. Applicantsbeing individuals who opt for personal collection must not authorize any other person to make collection on theirbehalf. Applicants being corporations who opt for personal collection must attend by their authorized representativeseach bearing a letter of authorization from his corporation stamped with the corporation’s chop. Both individuals andauthorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable toComputershare Hong Kong Investor Services Limited. Uncollected refund cheques and H Share certificates will bedispatched promptly by ordinary post to the addresses as specified in the applicants’ Application Forms at theapplicants’ own risk. Details of the arrangements are set out in the section headed “How to Apply for Hong KongOffer Shares” in this prospectus.

(8) Applicants who apply through the White Form eIPO service and paid their applications monies through single bankaccounts may have refund monies (if any) dispatched to their application payment bank account, in the form ofe-Refund payment instructions. Applicants who apply through the White Form eIPO service and paid their applicationmonies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in theirapplication instructions to the White Form eIPO Service Provider, in the form of refund cheques, by ordinary post at theirown risk.

(9) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessfulapplications and in respect of successful applications if the Offer Price is less than the price payable on application.

H Share certificates will become valid certificates of title only if the Hong Kong Public Offering has become unconditional inall respects and neither the Hong Kong Underwriting Agreement nor the International Purchase Agreement has beenterminated in accordance with their respective terms before 8:00 a.m. on the Listing Date, which is expected to beWednesday, 23 December 2009. Investors who trade the H Shares on the basis of publicly available allocation details prior tothe receipt of H Share certificates or prior to the H Share certificates becoming valid certificates of title do so entirely at theirown risk.

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EXPECTED TIMETABLE(1)

CONTENTS

You should rely only on the information contained in this prospectus and the ApplicationForms to make your investment decision. We have not authorized anyone to provide you withinformation that is different from what is contained in this prospectus. Any information orrepresentation not made in this prospectus must not be relied on by you as having beenauthorized by us, the Selling Shareholders, the Sole Global Coordinator, the Joint Sponsors,the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their respectivedirectors, or any other person or party involved in the Global Offering. Please note that thetotals set forth in the tables in this prospectus may differ from the sum of individual items insuch tables due to rounding. The English names of the PRC governmental authorities or PRCentities are translations of their Chinese names and are included herein for identificationpurposes only. In the event of any inconsistency, the Chinese names shall prevail. Unlessotherwise specified, all references to shareholding in our Company assume no exercise of theH Share Over-Allotment Option.

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Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iContents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiiSummary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Information About This Prospectus and the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . 52Parties Involved in the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66The PRC Insurance Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68History and Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Our Strengths . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Our Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90Life Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93Property and Casualty Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115Asset Management and Investment Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131Other Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144Risk Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145Internal Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156Information Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159Overseas Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161Legal and Regulatory Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Directors, Supervisors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197

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Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215Our Cornerstone Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225

Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225Trading Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234Critical Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236New PRC Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240Segmental Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248Selected Unaudited Financial Information for the Three Months and the Nine

Months Ended 30 September 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281Quantitative and Qualitative Disclosure About Market Risk . . . . . . . . . . . . . . . . . . . . . . 286Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289Distributable Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Property Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Rules 13.13 to 13.19 of the Hong Kong Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . 291Major Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291Unaudited Pro Forma Adjusted Net Tangible Assets and Group Embedded Value,

Adjusted for Estimated Net Proceeds from the Global Offering . . . . . . . . . . . . . . . . . 291Business Interruption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293

Embedded Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294Future Plans and Use of Proceeds from the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . 296Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297Structure of the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302Our A Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309How to Apply for Hong Kong Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311AppendicesAppendix I — Accountants’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1Appendix II — Unaudited Interim Financial Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1Appendix III — Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1Appendix IV — Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . IV-1Appendix V — Property Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1Appendix VI — Consulting Actuaries’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1Appendix VII — Taxation and Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1Appendix VIII — Summary of Principal Legal and Regulatory Provisions . . . . . . . . . . . . . VIII-1Appendix IX — Summary of Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1Appendix X — Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-1Appendix XI — Documents Delivered to the Registrar of Companies and Available

for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XI-1

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CONTENTS

SUMMARY

This summary aims to give you an overview of the information contained in thisprospectus. As it is a summary, it does not contain all the information that may beimportant to you. You should read the whole document before you decide to invest inthe H Shares.

There are risks associated with any investment. Some of the particular risks in investing inthe H Shares are set forth in the section headed “Risk Factors” of this prospectus. Youshould read that section carefully before you decide to invest in the H Shares.

The market share and industry data in this prospectus were derived from data prepared inaccordance with PRC GAAP or other applicable local GAAP, which differs from HKFRS incertain significant respects. Unless otherwise indicated, the market share, industry andother operating data relating to our Company or our life insurance business in thisprospectus do not include data relating to Pacific-Antai, and the market share, industryand other operating data relating to our property and casualty insurance business do notinclude data relating to CPIC HK.

OVERVIEW

We are a leading composite insurance group in the PRC, providing, through our subsidiaries andaffiliates, a broad range of life and property and casualty insurance products and services toindividual and institutional customers throughout the country. We also manage and deploy ourinsurance funds through our subsidiary, CPIC Asset Management.

In 2008 and the first nine months of 2009, we ranked third in the PRC life insurance market witha market share of 9.0% and 8.1%, respectively, and ranked second and third in the PRC property andcasualty insurance market with a market share of 11.4% and 11.6%, respectively, in terms of grosswritten premiums, based on PRC GAAP financial data published by the CIRC. Our gross writtenpremiums, policy fees and deposits were RMB94,628 million in 2008, of which RMB66,704 million, orapproximately 70.5%, was from the operations of CPIC Life and RMB27,875 million, orapproximately 29.5%, was from the operations of CPIC Property. Our gross written premiums,policy fees and deposits were RMB54,294 million in the first six months of 2009, of whichRMB35,612 million, or approximately 65.6%, was from the operations of CPIC Life andRMB18,656 million, or approximately 34.4%, was from the operations of CPIC Property.

Our net premiums earned and policy fees from the operations of CPIC Life wereRMB15,540 million, RMB19,285 million, RMB23,834 million and RMB15,515 million in 2006, 2007,2008 and the six months ended 30 June 2009, respectively. Our net premiums earned and policy feesfrom the operations of CPIC Property were RMB12,254 million, RMB16,753 million,RMB20,132 million and RMB11,382 million in 2006, 2007, 2008 and the six months ended 30 June2009, respectively.

Since our establishment in 1991, we have built one of the most recognized brand names in thePRC insurance industry. We have one of the largest insurance distribution networks in the PRC. As of30 June 2009, the key components of our distribution network in the PRC included 75 branches and5,632 central sub-branches, sub-branches and sales outlets located substantially throughout thePRC, approximately 245,700 individual insurance agents for our individual life insurance productsand approximately 18,700 employees engaged in direct sales and marketing activities for life andproperty and casualty insurance products as well as a large number of brokers, agents and otherintermediaries for our insurance products. We believe that our prominent brand name, distributioncapabilities, extensive customer base and superior customer service help us sustain our marketposition and capture the growing demand for insurance products and services in the PRC.

1

MARKET OPPORTUNITIES

The PRC insurance market is one of the fastest growing insurance markets in the world.Between 2000 and 2008, premiums received by life insurance companies and property and casualtyinsurance companies in the PRC increased at a compound annual growth rate of 28.3% and 19.1%,respectively, based on data published by the National Bureau of Statistics of China and the CIRC.

Despite the substantial growth in premiums in recent years, the total life and non-life insurancepremiums in the PRC represented only approximately 2.2% and 1.0%, respectively, of the PRC’s GDPin 2008. These penetration rates, which are significantly lower than those in the more developedmarkets in Asia, Europe and North America, indicate that the PRC insurance market has potential forfurther significant growth.

The PRC is in the midst of an economic and demographic transformation, which we believe willcontinue to create significant growth opportunities in the PRC insurance market. Thistransformation involves, among other things, the further reform of State-owned enterprises anda shift of responsibility for providing social welfare benefits to a mix of the government, enterprisesand individuals. Insurance companies are expected to be responsible for providing supplementalsocial welfare protection by offering group and individual insurance products. Moreover, the PRC isundergoing significant demographic transformations, including an increase in life expectancy, adecrease in birth rate, an ageing population and a growth in urban population and income, all ofwhich are expected to create substantial growth opportunities for life insurance, health insuranceand pension products. At the same time, the rapid growth of the PRC economy in recent years hasled to a significant increase in disposable income per capita, which has given rise to an increase inautomobile ownership and household properties, among other things, and a significant growth incorporate assets. The rapid growth of the PRC economy has resulted in a higher demand forinsurance products and served as the primary driver of the increase in insurance premiums in thePRC. With the economic and demographic transformation, the Chinese public has also becomeincreasingly aware of the need and attractiveness of insurance products, further fostering thedemand for insurance products.

OUR STRENGTHS

We are a leading composite insurance group with a prominent brand name and a strong marketposition in the PRC. We have ranked among the top three in the PRC insurance industry in terms ofmarket shares in life insurance and in property and casualty insurance, each as measured by grosswritten premiums based on PRC GAAP financial data, and in terms of investment assets. We seek tocreate sustainable value and stable returns for our shareholders by leveraging our strongcompetitive advantages. Our principal strengths include:

k A leading insurance company well positioned to capture substantial growth opportunitiesin the PRC insurance market;

k Dedicated focus on insurance businesses and highly competitive insurance expertise, drivenby a pursuit of sustainable, value-enhancing growth;

k One of the most recognized insurance brand names, coupled with an extensive customerbase;

k Nationwide, extensive distribution network and integrated service platform;

k ALM-based professional and prudent insurance asset management capabilities;

k Sound corporate governance and solid risk management and internal control capabilities;

k Advanced and reliable information technology system; and

k Experienced management team and centralized group management platform.

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OUR STRATEGY

Our strategic objective is to become a leading, internationally-competitive insurance financialservices group focusing on insurance businesses and embracing sustained, value-enhancing growth.

We plan to undertake the following strategic initiatives:

k Continue to optimize business mix to achieve industry-leading value-enhancing growth inthe PRC insurance market;

k Enhance overall business development capabilities and core competencies;

— Further improve centralized operational platforms to support business growth;

— Strengthen the management of distribution channels and sales force to steadilyincrease productivity;

— Enhance customer service quality and improve customer satisfaction;

— Enhance ALM-based investment management capabilities;

— Continue to build up our corporate culture and establish our corporate image of “aresponsible insurance company”; and

k Further reform centralized management to maximize group synergy.

RISK FACTORS

There are certain risks relating to an investment in the Offer Shares. These risks can becategorized into (i) risks relating to the PRC insurance industry; (ii) risks relating to our Company;(iii) risks relating to the PRC; and (iv) risks relating to the Global Offering. These risks are furtherdescribed in the section headed “Risk Factors” and are listed below:

Risks Relating to the PRC Insurance Industry

k If we cannot effectively respond to the increasing competition in the PRC insuranceindustry, our profitability and market share could be materially and adversely affected.

k Changes in interest rates may materially and adversely affect our profitability.

k The limited availability of long-term fixed income securities in the PRC capital markets andthe legal and regulatory restrictions on the types of investments that insurance companiesare permitted to make affect our ability to match closely the duration of our assets andliabilities.

k Changes in demand for automobiles in the PRC and the evolving implementation ofcompulsory auto liability insurance in the PRC could materially and adversely affect ourresults of operations and profitability.

k Catastrophic events, which are unpredictable by nature, could materially and adverselyaffect our profitability and financial condition.

k Adverse changes in the reinsurance markets or a default by our reinsurers could materiallyand adversely affect our results of operations and financial condition.

k Concentrated surrenders may materially and adversely affect our cash flows, results ofoperations and financial condition.

k Our businesses are extensively regulated and changes in laws and regulations may reduceour profitability and limit our growth.

k The rate of growth of the PRC insurance market may not be as high or as sustainable as weanticipate.

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SUMMARY

Risks Relating to Our Company

k If we cannot timely obtain capital to satisfy the regulatory requirements regarding solvencymargin, the authorities may impose regulatory sanctions on us, which may have a materialand adverse effect on our business and results of operations.

k Our investment assets may suffer significant losses or experience sharp declines in theirreturns, which would have a material adverse effect on our results of operations andfinancial condition.

k New PRC accounting pronouncements may significantly affect our financial statements forthe year ending 31 December 2009 and future years, and may materially and adverselyaffect our reported net profits and shareholders’ equity, among other things.

k Litigation and regulatory investigations and the resulting sanctions or penalties mayadversely affect our reputation, business, results of operations and financial condition.

k Our risk management and internal control systems may not be adequate or effective in allrespects, and could materially and adversely affect our business and results of operations.

k Our business, results of operations and financial condition could be adversely affected if weare unable to successfully manage our growth.

k Differences in actual experience from the assumptions used in pricing and setting reservesfor our insurance products may materially and adversely affect our results of operationsand financial condition.

k Our group embedded value and the value of one year’s sales of CPIC Life are each calculatedbased on a number of assumptions used in the calculations and may vary significantly asthose assumptions are changed.

k We depend on our ability to attract and retain senior management as well as talentedemployees and individual insurance agents and the loss of their services could adverselyaffect our business and results of operations.

k We may not be able to timely detect or prevent fraud or other misconduct by ouremployees, agents, customers or other third parties.

k We may experience failures in our information technology system, which could materiallyand adversely affect our business, results of operations and financial condition.

k We have not obtained formal title certificates to some of the properties we occupy andsome of our landlords lack relevant title certificates for properties leased to us, which maymaterially and adversely affect our rights to use such properties.

k Our large shareholders are able to exercise significant influence over us.

k We may encounter difficulties in effectively implementing centralized management andsupervision of our subsidiaries and branch entities, as well as consistent application of ourpolicies throughout our Company.

k CPIC Group’s ability to pay dividends and meet other obligations depends on dividends andother payments from its operating subsidiaries, which are subject to their contractualobligations and other limitations.

Risks Relating to the PRC

k The PRC’s economic, political and social conditions and government policies could affectour business.

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k An economic slowdown in the PRC, such as the one experienced following the recent globalfinancial crisis, may reduce the demand for our products and services and have a materialadverse effect on our results of operations, financial condition and profitability.

k The PRC legal system has inherent uncertainties that could limit the legal protectionsavailable to you.

k You may experience difficulties in effecting service of legal process and enforcingjudgments against us and our management.

k Government control of currency conversion and future fluctuation of Renminbi exchangerates could have a material adverse effect on our results of operations and financialcondition, and may reduce the value of, and dividends payable on, our H Shares in foreigncurrency terms.

k Dividends received by individual holders of our H Shares who are foreign nationals andgains derived from the disposition of our H Shares by such holders may become subject toPRC taxation, and there are uncertainties as to the collection of PRC enterprise income taxon gains derived by holders of our H Shares that are foreign enterprises from theirdisposition of our H Shares.

k Payment of dividends is subject to restrictions under PRC law.

k Some facts, forecasts and statistics contained in this prospectus with respect to the PRC,Hong Kong and their economies and insurance industries are derived from various officialor third-party sources and may not be accurate, reliable, complete or up to date.

k The outbreak of Severe Acute Respiratory Syndrome, or SARS, and the potentially morewidespread outbreak of avian flu and influenza A (H1N1) in the PRC, and concerns overhealth hazards in Asia and elsewhere have caused, and may continue to cause, damages toeconomies, financial markets and business activities in the PRC and elsewhere.

Risks Relating to the Global Offering

k An active trading market for our H Shares may not develop or be sustained, and theirtrading prices may fluctuate significantly.

k Since there will be a gap of several days between pricing and trading of our Offer Shares,holders of our Offer Shares are subject to the risk that the price of our Offer Shares couldfall during the period before trading of our Offer Shares begins.

k Because the Offer Price of our H Shares is higher than our net tangible book value per share,purchasers of our H Shares in the Global Offering will experience immediate dilution.Purchasers of our H Shares may experience further dilution if we issue additional Shares inthe future.

k Future sales or perceived sales of substantial amounts of our securities in the public market,including any future sale of our H Shares by those shareholders that are currently subject tocontractual and/or legal restrictions on share transfers (including the Overseas Investors) orre-registration of Shares held on our A share register into H Shares, could have a materialadverse effect on the prevailing market price of our H Shares and our ability to raise capitalin the future, and may result in dilution of your shareholding in our Company.

k We conducted an A Share Offering in 2007, and the characteristics of the A share andH share markets are different.

k We strongly caution you not to place any reliance on any information contained in pressarticles or other media coverage regarding us, our Global Offering or our A Shares or

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SUMMARY

information released by us in connection with the listing of our A Shares on the ShanghaiStock Exchange.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

You should read the summary historical consolidated financial information set forth below inconjunction with our consolidated financial statements included in the Accountants’ Report setforth in Appendix I to this prospectus, which are prepared in accordance with HKFRS. The summaryhistorical consolidated income statement information for the years ended 31 December 2006, 2007and 2008 and the six months ended 30 June 2009 and the summary historical consolidated balancesheet information as of 31 December 2006, 2007 and 2008 and 30 June 2009 set forth below arederived from our consolidated financial statements that have been audited by Ernst & Young andincluded in the Accountants’ Report set forth in Appendix I. The summary historical consolidatedincome statement information for the six months ended 30 June 2008 set forth below are derivedfrom our unaudited consolidated financial statements that have been reviewed by Ernst & Youngand included in the Accountants’ Report set forth in Appendix I.

2006 2007 2008 2008 2009

For the year ended31 December

For thesix

months ended30 June

(unaudited)(in millions of RMB, except per share data)

Summary Historical Consolidated IncomeStatement Data

Gross written premiums and policy fees . . . 35,926 44,881 53,845 29,393 35,773Less: premiums ceded to reinsurers. . . . . . . (6,394) (6,762) (8,435) (4,690) (5,538)Net written premiums and policy fees . . . . 29,532 38,119 45,410 24,703 30,235Net change in unearned premium

reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . (1,618) (1,937) (1,307) (2,386) (3,259)Net premiums earned and policy fees . . . . 27,914 36,182 44,103 22,317 26,976Investment income . . . . . . . . . . . . . . . . . . . 9,534 27,230 8,110 14,452 8,878Other operating income . . . . . . . . . . . . . . . 284 535 816 344 165Other income . . . . . . . . . . . . . . . . . . . . . . . . 9,818 27,765 8,926 14,796 9,043Total income . . . . . . . . . . . . . . . . . . . . . . . . 37,732 63,947 53,029 37,113 36,019Net policyholders’ benefits and claims

Life insurance death and other benefitspaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,407) (1,822) (2,838) (2,135) (1,850)

Claims incurred. . . . . . . . . . . . . . . . . . . . . (7,800) (10,568) (13,943) (7,041) (7,361)Changes in long-term traditional

insurance contract liabilities . . . . . . . . . (10,362) (17,409) (10,093) (9,645) (9,512)Interest credited to long-term

investment type insurance contractliabilities . . . . . . . . . . . . . . . . . . . . . . . . (2,660) (3,511) (4,748) (2,322) (2,413)

Policyholder dividends . . . . . . . . . . . . . . . (1,105) (1,223) (2,595) (1,274) (985)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . (581) (848) (532) (380) (138)Interest credited to investment contracts . . (221) (165) (102) (59) (38)Amortization on deferred acquisition

costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,880) (5,155) (5,634) (2,517) (3,786)Provision for insurance guarantee fund . . . (211) (275) (318) (176) (213)Change in deferred revenue . . . . . . . . . . . . 240 (430) (2,903) (1,541) (987)Other operating and administrative

expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (5,742) (7,845) (7,246) (3,878) (3,603)Total benefits, claims and expenses . . . . . . (33,729) (49,251) (50,952) (30,968) (30,886)

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SUMMARY

2006 2007 2008 2008 2009

For the year ended31 December

For thesix

months ended30 June

(unaudited)(in millions of RMB, except per share data)

Share of profits/(losses) ofA jointly-controlled entity . . . . . . . . . . . . 5 70 (52) (2) 26Associates . . . . . . . . . . . . . . . . . . . . . . . . . (8) — — — —

Profit before tax . . . . . . . . . . . . . . . . . . . . . 4,000 14,766 2,025 6,143 5,159Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . (1,363) (2,500) 1,161 55 (1,158)Net profit for the year/period. . . . . . . . . . . 2,637 12,266 3,186 6,198 4,001Attributable to:

- Equity holders of the parent . . . . . . . . . 2,019 11,238 3,086 6,082 3,937- Minority interests. . . . . . . . . . . . . . . . . . 618 1,028 100 116 64

Basic earnings per share attributable toordinary equity holders of the parent(RMB) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.47 1.82 0.40 0.79 0.51

2006 2007 2008 2009

As of 31 December

(in millions of RMB)

As of30 June

Summary Historical ConsolidatedBalance Sheet Data

AssetsProperty and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,928 4,546 6,596 6,913Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 249 365 342Prepaid land lease payments . . . . . . . . . . . . . . . . . . . . . . . . 222 217 213 210Interests in associates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 — — —Investment in a jointly-controlled entity . . . . . . . . . . . . . . . 322 367 391 417Financial assets at fair value through profit or loss . . . . . . 4,758 2,463 1,166 416Held-to-maturity financial assets . . . . . . . . . . . . . . . . . . . . . 36,879 58,120 70,980 81,919Available-for-sale financial assets . . . . . . . . . . . . . . . . . . . . 68,430 121,867 96,142 113,572Investments classified as loans and receivables . . . . . . . . . . . 7,726 13,923 16,532 22,346Securities purchased under agreements to resell . . . . . . . . 1,744 5,500 60 —Term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,855 59,262 82,756 91,061Restricted statutory deposits . . . . . . . . . . . . . . . . . . . . . . . . 889 998 1,838 1,838Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219 442 698 986Interest receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,134 3,393 4,979 6,857Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . 11,276 13,468 20,114 22,320Reinsurance assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,247 8,395 9,627 11,082Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . 79 6 763 705Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 408 508 —Insurance receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,177 3,711 4,303 5,017Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555 1,384 2,406 2,239Cash and short-term time deposits . . . . . . . . . . . . . . . . . . . 10,142 23,622 17,513 18,734Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213,909 322,341 337,950 386,974

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SUMMARY

2006 2007 2008 2009

As of 31 December

(in millions of RMB)

As of30 June

Equity and LiabilitiesEquityIssued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,300 7,700 7,700 7,700Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,369 51,538 38,264 41,326Retained profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,815 12,706 13,391 15,018Equity attributable to equity holders of the parent . . . . . . 14,484 71,944 59,355 64,044Minority interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,080 712 671 728Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,564 72,656 60,026 64,772LiabilitiesInsurance contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . 155,607 201,979 239,467 265,326Investment contract liabilities . . . . . . . . . . . . . . . . . . . . . . . 7,449 4,554 3,039 2,632Subordinated debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,038 2,113 2,188 2,226Securities sold under agreements to repurchase . . . . . . . . 3,120 11,788 7,020 22,435Policyholders’ deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,315 6,913 576 94Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 985 402 98 98Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . 3,281 6,720 1,753 3,833Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194 64 8 57Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,711 4,018 9,469 9,812Premium received in advance . . . . . . . . . . . . . . . . . . . . . . . 1,288 2,149 2,788 1,264Policyholder dividend payable . . . . . . . . . . . . . . . . . . . . . . 1,984 2,779 4,147 4,598Payables to reinsurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,694 1,607 2,213 3,040Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,679 4,599 5,158 6,787Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196,345 249,685 277,924 322,202Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 213,909 322,341 337,950 386,974

NEW PRC ACCOUNTING PRONOUNCEMENTS

On 7 August 2008, the Ministry of Finance issued Interpretation No. 2, which requires companieswith both A shares listed on a PRC stock exchange and H shares listed on the Hong Kong StockExchange to recognize, measure and report the same transactions with the same accounting policiesand estimates unless an exemption is available under the interpretation. On 5 January 2009, theCIRC issued the CIRC Notice, which requires that, beginning with the financial statements for theyear ending 31 December 2009, each PRC insurance company modify its existing accounting policiesthat may cause discrepancies in its financial reporting for purposes of A shares and H shares so as toeliminate such discrepancies.

Specifically, the CIRC Notice requires that (i) premiums income be recognized and measuredbased on an assessment of the “significance of the insurance risk” and an unbundling of differentcomponents of a contract, which requirement we have considered in preparing our consolidatedfinancial statements included in the Accountants’ Report set forth in Appendix I to this prospectus,(ii) acquisition costs for new insurance contracts be expensed in the income statement for thecurrent period, instead of being deferred and amortized over the expected life of such insurancecontracts, and (iii) actuarial reserves be measured based on the principle of “best estimates”, asopposed to our current practice of measuring reserves based on assumptions established at theinception of long-term life insurance contracts with no subsequent changes unless our liabilityadequacy tests reveal a deficiency in such reserves. The relevant PRC authorities are yet to issuedetailed guidance to implement the requirements under Interpretation No. 2 and the CIRC Notice,and insurance companies may be required to make retrospective adjustments to their historicalfinancial statements in accordance with such detailed guidance.

The full implementation of Interpretation No. 2 and the CIRC Notice may have a significantimpact on the reporting of our financial statements, including our reported net profits and

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SUMMARY

shareholders’ equity. Therefore, our results of operations and financial position reflected in ourfinancial statements to be included in our annual report for the year ending 31 December 2009 maydiffer materially from those reflected in our financial statements included in this prospectus, eventhough some of these financial statements may relate to the same fiscal years. See “Risk Factors —Risks Relating to Our Company — New PRC accounting pronouncements may significantly affectour financial statements for the year ending 31 December 2009 and future years, and may materiallyand adversely affect our reported net profits and shareholders’ equity, among other things”.

SUMMARY OPERATING DATA AND FINANCIAL RATIOS

The following table sets forth certain operating data and financial ratios relating to our lifeinsurance and property and casualty insurance operations as of or for the years ended 31 December2006, 2007 and 2008 and the six months ended 30 June 2009.

2006 2007 2008 2009

As of or for the year ended31 December

As of orfor

the sixmonthsended

30 June

Life Insurance(1)

Number of customers:Individual (in thousands) . . . . . . . . . . . . . . . . . . . . 22,722 26,906 31,365 33,820Institutional (in thousands) . . . . . . . . . . . . . . . . . . 312 316 312 318

Total (in thousands) . . . . . . . . . . . . . . . . . . . . . . 23,034 27,222 31,677 34,138Persistency ratio:

13-month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84.6% 85.7% 86.0% 85.2%25-month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75.1% 79.1% 81.6% 83.1%

Distribution channels:Number of individual life insurance agents . . . . . 175,903 203,609 226,315 245,707Number of group sales representatives . . . . . . . . . 3,213 2,899 3,149 3,373Bancassurance account managers . . . . . . . . . . . . . 4,117 7,000 8,532 8,374

Property and Casualty Insurance(2)

Number of customers:Individual (in thousands) . . . . . . . . . . . . . . . . . . . . 7,789 9,208 10,596 11,465Institutional (in thousands) . . . . . . . . . . . . . . . . . . 1,687 1,877 2,146 2,394

Total (in thousands) . . . . . . . . . . . . . . . . . . . . . . 9,476 11,085 12,742 13,859Distribution channels:

Number of direct sales representatives . . . . . . . . . 9,772 12,481 14,800 15,343Number of insurance agents . . . . . . . . . . . . . . . . . 34,408 25,821 30,110 30,556Number of insurance brokers . . . . . . . . . . . . . . . . 273 747 740 935

(1) Operating data of life insurance represented those of CPIC Life.

(2) Operating data of property and casualty insurance represented those of CPIC Property.

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2006 2007 2008 2008 2009

For the year ended 31 December

For the sixmonths

ended 30June

Financial and Operating RatiosGroupReturn on average equity(1) . . . . . . . . . . . . . . . . 17.46% 26.01% 4.70% 9.25% 6.38%Return on average assets . . . . . . . . . . . . . . . . . . 1.37% 4.57% 0.97% 1.92% 1.10%Investment yield(2) . . . . . . . . . . . . . . . . . . . . . . . 5.97% 11.96% 2.92% 5.29% 3.03%Life Insurance(3)

Operating expense ratio(4) . . . . . . . . . . . . . . . . . 12.70% 16.42% 12.16% 13.75% 10.15%Investment yield(2) . . . . . . . . . . . . . . . . . . . . . . . 6.12% 12.88% 4.33% 6.02% 3.15%Property and Casualty Insurance(5)

Retention ratio. . . . . . . . . . . . . . . . . . . . . . . . . . 76.18% 78.29% 76.66% 75.76% 77.32%Loss ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.36% 59.74% 65.61% 69.49% 62.97%Expense ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.87% 37.42% 35.39% 35.22% 33.90%Combined ratio . . . . . . . . . . . . . . . . . . . . . . . . . 98.23% 97.16% 101.00% 104.71% 96.86%Investment yield(2) . . . . . . . . . . . . . . . . . . . . . . . 5.30% 14.22% 4.62% 4.61% 2.19%

(1) Ratio of net profit attributable to equity holders of the parent to average balance of equity attributable to equityholders of the parent at the beginning and end of the period.

(2) Ratio of investment income (net of interest expense incurred for securities sold under agreements to repurchase) to averageinvestments (net of associated liabilities relating to securities sold under agreements to repurchase) at the beginning and endof the period. The yield information for the six months ended 30 June 2008 and 2009 has not been annualized.

(3) Financial and operating ratios of life insurance represented those of CPIC Life.(4) Ratio of operating expenses excluding acquisition cost included in deferred acquisition costs to net premiums earned.(5) Financial and operating ratios of property and casualty insurance represented those of CPIC Property.

EMBEDDED VALUE

In order to provide investors with an additional tool to understand our economic value andbusiness results, we have disclosed our group embedded value. We have also disclosed the value ofone year’s sales in respect of our new life insurance business. The estimates of value of in-forcebusiness of CPIC Life and value of one year’s sales of CPIC Life have been reviewed by Towers Perrin,an independent firm of consulting actuaries. A copy of Towers Perrin’s opinion regarding thesevalues is included in the Consulting Actuaries’ Report set forth in Appendix VI to this prospectus. Seethe section headed “Embedded Value”.

PROFIT FORECAST FOR THE YEAR ENDING 31 DECEMBER 2009

The statistics in the following table are based on the assumption that the H Share Over-Allotment Option is not exercised.

Forecast net profit attributable to equity holders of the Company(1) noless than. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RMB6,510 million

Pro forma fully diluted forecast earnings per H Share(2)(3) . . . . . . . . . . . . . . RMB0.77 (HK$0.87)

(1) The bases on which the above profit forecast have been prepared are set out in Appendix III to this prospectus. See “RiskFactors — Risks Relating to Our Company — New PRC accounting pronouncements may significantly affect ourfinancial statements for the year ending 31 December 2009 and future years, and may materially and adversely affectour reported net profits and shareholders’ equity, among other things”.

(2) The calculation of the forecast earnings per H Share on a pro forma fully diluted basis is based on the forecast net profitattributable to equity holders of the Company for the year ending 31 December 2009, assuming that our H Shares hadbeen listed since 1 January 2009 and a total of 8,483,000,000 Shares were issued and outstanding during the entire yearending 31 December 2009. This calculation assumes that the H Share Over-Allotment Option will not be exercised andthe H Shares issued pursuant to the Global Offering were issued on 1 January 2009.

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SUMMARY

(3) Forecast earnings per H Share are converted into Hong Kong dollars based on the PBOC Rate of HK$1.00 = RMB0.8809prevailing on 2 December 2009.

To the extent detailed guidance for the implementation of Interpretation No. 2 and the CIRCNotice is issued and applicable to our financial statements for the year ending 31 December 2009, wewill disclose in our annual report for the year ending 31 December 2009: (i) our net profit for the yearending 31 December 2009, derived using the same accounting policies as those under which ourconsolidated financial statements included in the Accountants’ Report set forth in Appendix I to thisprospectus are prepared; and (ii) a reconciliation of such net profit to our reported net profit for theyear ending 31 December 2009 derived using the accounting policies that reflect theimplementation of Interpretation No. 2 and the CIRC Notice, in each case of (i) and (ii) with suchfinancial information audited or reviewed by our auditors.

GLOBAL OFFERING

The Global Offering comprises:

• the Hong Kong Public Offering of initially 43,065,200 Offer Shares, or Hong Kong OfferShares, for subscription by the public in Hong Kong; and

• the International Offering of an aggregate of initially 818,234,800 H Shares, consisting ofthe offering of our H Shares by us and the Selling Shareholders (i) in the United States toqualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and(ii) outside the United States and Canada in offshore transactions in reliance on Regulation Sunder the U.S. Securities Act. At any time from the date we sign the International PurchaseAgreement until 30 days after the last day for the lodging of applications in the Hong KongPublic Offering, the Joint Bookrunners, as representatives of the International Purchasers,have an option to require us to issue and allot and the Selling Shareholders to sell up to anadditional 128,700,000 H Shares, representing approximately 14.9% of the initial number ofOffer Shares to be offered in the Global Offering, at the Offer Price to, among other things,cover over-allocations in the International Offering, if any.

The numbers of Offer Shares to be offered in the Hong Kong Public Offering and theInternational Offering are subject to adjustment and reallocation as described in the section headed“Structure of the Global Offering”.

The Offer Price is expected to be fixed by agreement between the Joint Bookrunners (on behalfof the Underwriters) and us (on behalf of ourselves and the Selling Shareholders) on the PriceDetermination Date, which is expected to be on or around Wednesday, 16 December 2009 and, inany event, not later than Tuesday, 22 December 2009. The Offer Price will be not more thanHK$30.10 and is currently expected to be not less than HK$26.80 unless otherwise announced.Furthermore, the Offer Price will not be lower than RMB23.52 (or HK$26.70, based on the PBOC Rateof HK$1.00 = RMB0.8809 prevailing on 2 December 2009), the volume-weighted average tradingprice of our A Shares for the twenty trading days immediately preceding 17 July 2009, the date onwhich we publicly announced the resolutions of our Board approving the Global Offering plan,taking into account the exchange rate differences between Hong Kong dollars and Renminbi.

A SHARE OFFERING

We conducted a public offering of our A Shares, or the A Share Offering, in the PRC in December2007. Our A Share Offering comprised an offering of 1 billion A Shares for subscription. Our A Shareswere listed on the Shanghai Stock Exchange on 25 December 2007 and are traded in Renminbi (A ShareStock Code: 601601). The offering price for our A Shares in the A Share Offering was RMB30 per A Share,and the net proceeds to us from the A Share Offering were approximately RMB29,032 million. From25 December 2007 to 2 December 2009, the high and low closing prices for our A Shares were RMB50.31per A Share on 27 December 2007 and RMB10.48 per A Share on 25 December 2008, respectively. See the

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section headed “Our A Shares”. As of 2 December 2009, the closing price for our A Shares was RMB25.18per A Share.

OFFER STATISTICS

The statistics in the following table are based on the assumption that the H Share Over-Allotment Option is not exercised.

Based on anOffer Price of

HK$26.80

Based on anOffer Price of

HK$30.10

Market capitalization of the H Shares(1) . . . . . . . . . . . . . HK$58,547 million HK$65,756 millionProspective price/earnings multiple on a pro forma

fully diluted basis(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.8 times 34.6 timesPro forma adjusted net tangible asset value per

H Share(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$8.67 HK$8.97

(1) The calculation of market capitalization is based on a total of 2,184,600,000 H Shares expected to be outstandingfollowing the Global Offering, taking into account the conversion of A Shares into the H Shares to be offered for sale bythe Selling Shareholders and the conversion into H Shares of the A Shares held by the Overseas Investors.

(2) The calculation of the prospective price/earnings multiple on a pro forma fully diluted basis is based on the forecastearnings per H Share on a pro forma fully diluted basis at the respective Offer Prices of HK$26.80 and HK$30.10.

(3) The pro forma adjusted net tangible asset value per H Share is arrived at after the adjustments referred to in the sectionheaded “Financial Information — Unaudited Pro Forma Adjusted Net Tangible Assets and Group Embedded Value,Adjusted for Estimated Net Proceeds from the Global Offering” in this prospectus and on the basis of8,483,000,000 Shares expected to be in issue following the Global Offering as described in this prospectus at therespective Offer Prices of HK$26.80 and HK$30.10.

If the H Share Over-Allotment Option is exercised in full, assuming an Offer Price of HK$28.45(being the mid-point of the estimated Offer Price range of HK$26.80 to HK$30.10), the pro formaadjusted net tangible asset value per H Share will be HK$9.08, while the earnings per H Share on apro forma fully diluted basis will be diluted correspondingly to HK$0.86.

DIVIDEND POLICY

Subject to applicable requirements of PRC law, our Board will declare dividends, if any, inRenminbi with respect to the H Shares on a per Share basis and will pay such dividends in Hong Kongdollars. Any declaration of dividends for a fiscal year will be subject to shareholders’ approval. Thedecision to make a recommendation for the payment of any dividend and the amounts of dividendsto be declared and actually distributed will depend upon the following factors:

k our results of operations and cash flows;

k our financial position;

k statutory solvency requirements under CIRC rules;

k general business conditions;

k our future prospects;

k statutory and regulatory restrictions on the payment of dividends by us; and

k other factors that our Board deems relevant.

Under the PRC Company Law and our Articles of Association, all of our shareholders have equalrights to dividends and distributions. Holders of the H Shares will share proportionately on a perShare basis in all dividends and other distributions declared by our Board. See the section headed“Financial Information — Dividend Policy”.

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USE OF PROCEEDS FROM THE GLOBAL OFFERING

We estimate that we will receive net proceeds from the Global Offering of approximatelyHK$21,506 million (RMB18,945 million based on the PBOC Rate of HK$1.00 = RMB0.8809 prevailingon 2 December 2009), after deducting the underwriting fees and estimated expenses payable by usin the Global Offering, assuming the H Share Over-Allotment Option is not exercised and assumingan Offer Price of HK$28.45 per Offer Share, being the midpoint of the estimated Offer Price range.

We intend to use these net proceeds for strengthening our capital base, including, among otherthings, funding the existing operations of our subsidiaries as well as the potential future expansionof these operations. To the extent that the net proceeds of the Global Offering are not immediatelyapplied to the above purpose, we intend to invest the net proceeds in accordance with relevant lawsand regulations and our investment policy. See the section headed “Business — Asset Managementand Investment Portfolio” for more information about our investment policy. Before we obtainnecessary approvals from relevant PRC regulatory authorities, we are not permitted to convert thenet proceeds from the Global Offering into Renminbi.

The net proceeds from the sale of the Sale Shares by the Selling Shareholders in the GlobalOffering are estimated to be approximately HK$2,172 million, after deducting the underwritingfees payable by the Selling Shareholders in the Global Offering, assuming the H Share Over-Allotment Option is not exercised and assuming an Offer Price of HK$28.45 per Offer Share, beingthe midpoint of the estimated Offer Price range. We will not receive any of the proceeds from thesale of the Sale Shares by the Selling Shareholders. In accordance with the relevant PRC laws andregulations, the net proceeds received by the Selling Shareholders from the sale of the Sale Shareswill be remitted to the NSSF Council.

See the section headed “Future Plans and Use of Proceeds from the Global Offering” for details.

There are risks associated with any investment. Some of the particular risks in investing in theOffer Shares are set forth in the section headed “Risk Factors”. You should read that sectioncarefully before you decide to invest in the Offer Shares.

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SUMMARY

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following words and expressionshave the following meanings. Certain other terms are explained in the section headed“Glossary”.

“A Share Offering” the offer for subscription of 1 billion A Shares by us to the public inthe PRC, which was completed on 25 December 2007

“A Shares” domestic shares of our Company, with a nominal value of RMB1.00each, which are listed on the Shanghai Stock Exchange and tradedin RMB

“ALCO” assets and liabilities management committee of CPIC Group

“Application Form(s)” white application form(s), yellow application form(s) and greenapplication form(s) or, where the context so requires, any of them

“Articles of Association” the current articles of association of China Pacific Insurance(Group) Co., Ltd., adopted on 26 May 2009 and approved bythe CIRC on 13 August 2009

“Board” the board of directors of CPIC Group

“Board of Supervisors” the board of supervisors of CPIC Group

“Carlyle” The Carlyle Group, one of the largest global private equityinvestment firms

“CBRC” China Banking Regulatory Commission ( )

“CCASS” the Central Clearing and Settlement System established andoperated by HKSCC

“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearingparticipant or a general clearing participant

“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodianparticipant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investorparticipant who may be an individual or joint individuals or acorporation

“CCASS Participant” a CCASS Clearing Participant, a CCASS Custodian Participant or aCCASS Investor Participant

“Changjiang Pension” Changjiang Pension Insurance Co., Ltd. ( ),a joint-stock insurance company incorporated in the PRC on 18 May2007 engaging in pension fund management business

“China Life” China Life Insurance (Group) Company and, except where thecontext otherwise requires, all of its subsidiaries

“CICC” China International Capital Corporation Limited

“CICC HKS” China International Capital Corporation Hong Kong SecuritiesLimited

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“CIRC” China Insurance Regulatory Commission ( )

“CIRC Notice” Circular on Insurance Industry’s Implementation of InterpretationNo. 2 to New China Accounting Standards( ),issuedby the CIRC on 5 January 2009

“Cornerstone Investors” the cornerstone investors as described in the section headed “OurCornerstone Investors” in this prospectus

“CPIC Asset Management” Pacific Asset Management Co., Ltd. ( ),an 80% directly owned and 19.66% indirectly owned subsidiary ofCPIC Group incorporated in the PRC on 9 June 2006 engaging inasset management business

“CPIC Group” China Pacific Insurance (Group) Co., Ltd.( ), a joint-stock insurancecompany incorporated in the PRC on 13 May 1991

“CPIC HK” China Pacific Insurance Co., (H.K.) Limited( ), a wholly-owned subsidiary ofCPIC Group incorporated in Hong Kong on 30 July 1976 engagingin general insurance business, which was formerly known asMandarin Insurance Company Limited and changed its name toChina Pacific Insurance Co., (H.K.) Limited on 21 June 1994

“CPIC Life” China Pacific Life Insurance Co., Ltd.( ), an approximately 98.29% heldsubsidiary of CPIC Group incorporated in the PRC on 9 November2001 engaging in life insurance business

“CPIC Property” China Pacific Property Insurance Co., Ltd.( ), an approximately 98.30% heldsubsidiary of CPIC Group incorporated in the PRC on 9 November2001 engaging in property and casualty insurance business

“Credit Suisse” Credit Suisse (Hong Kong) Limited

“CSRC” China Securities Regulatory Commission ( )

“Director(s)” the members of the Board

“Fenghua Hotel” Fenghua Xikou Garden Hotel ( ), a 98.29%indirectly owned subsidiary of CPIC Group incorporated in thePRC in 2001 engaging in hotel operations

“Finance Institute” Fudan-Pacific Institute of Finance ( )

“GDP” gross domestic product (all references to GDP growth rates arenominal rates of GDP growth)

“Global Offering” the Hong Kong Public Offering and the International Offering

“Goldman Sachs” Goldman Sachs (Asia) L.L.C.

“Green Application Form(s)” the application form(s) to be completed by the White Form eIPOService Provider designated by the Company

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DEFINITIONS

“H Share Over-AllotmentOption”

the option expected to be granted by us and the SellingShareholders to the International Purchasers, exercisable by theJoint Bookrunners on behalf of the International Purchasers for upto 30 days from the last day for lodging of applications under theHong Kong Public Offering, to require us and the SellingShareholders (other than the Overseas Investors) to issue or selland sell up to an aggregate of 128,700,000 additional H Shares asdescribed in the section headed “Structure of the Global Offering”

“H Share Registrar” Computershare Hong Kong Investor Services Limited

“H Shares” overseas listed foreign shares in our ordinary share capital, with anominal value of RMB1.00 each, which are to be listed on theHong Kong Stock Exchange and traded in Hong Kong dollars

“HKFRS” Hong Kong Financial Reporting Standards promulgated by theHKICPA which include Hong Kong Accounting Standards and theirinterpretations

“HKICPA” Hong Kong Institute of Certified Public Accountants

“HKSCC” Hong Kong Securities Clearing Company Limited

“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong CompaniesOrdinance”

the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), asamended, supplemented or otherwise modified from time to time

“Hong Kong dollars”,“HK dollars” or “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited

“Hong Kong Offer Shares” the 43,065,200 Offer Shares initially being offered for subscriptionin the Hong Kong Public Offering (subject to adjustment asdescribed in the section headed “Structure of the GlobalOffering”)

“Hong Kong Public Offering” the offer for subscription of Offer Shares in Hong Kong (subject toadjustment as described in the section headed “Structure of theGlobal Offering”) at the Offer Price (plus brokerage, SFCtransaction levy and Hong Kong Stock Exchange trading fee)and on and subject to the terms and conditions described in thisprospectus and the Application Forms, as further described in thesection “Structure of the Global Offering — The Hong KongPublic Offering”

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited( )

“Hong Kong Takeovers Code” the Codes on Takeovers and Mergers and Share Repurchases

“Hong Kong Underwriters” the Underwriters listed in the section headed “Underwriting”under “Hong Kong Underwriters”

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DEFINITIONS

“Hong Kong UnderwritingAgreement”

the underwriting agreement dated 9 December 2009 relating tothe Hong Kong Public Offering entered into among us, the JointLead Managers and the Hong Kong Underwriters

“International Offering” the offer by us and the Selling Shareholders for subscription andsale of certain Offer Shares to investors as further described in thesection headed “Structure of the Global Offering — TheInternational Offering”

“International Purchasers” the group of underwriters, led by UBS, Credit Suisse, CICC HKS andGoldman Sachs, expected to enter into the International PurchaseAgreement to underwrite the International Offering

“International PurchaseAgreement”

the international purchase agreement relating to theInternational Offering, expected to be entered into among us,the Selling Shareholders and the Joint Bookrunners, as therepresentatives of the International Purchasers, on or around16 December 2009 (Hong Kong time)

“Interpretation No. 2” Interpretation No. 2 to New China Accounting Standards( ), issued by the Ministry of Finance on7 August 2008

“Jiaxing Taibao” Jiaxing Taibao Insurance Agency Co., Ltd.( ), an 80% indirectly ownedsubsidiary of CPIC Group incorporated in the PRC on 8 June2007 engaging in insurance agency business, with the remaining20% held in equal proportion by Jiaxing Construction WorkQuality and Safety Management Society( ) and Jiaxing Road andTransportation Society ( ), both of which arethird parties independent from CPIC Group.

“Joint Bookrunners” UBS, Credit Suisse, CICC HKS and Goldman Sachs

“Joint Lead Managers” UBS, Credit Suisse, CICC HKS and Goldman Sachs

“Joint Sponsors” UBS, Credit Suisse, CICC HKS and Goldman Sachs

“Latest Practicable Date” 2 December 2009, being the latest practicable date for thepurposes of ascertaining certain information contained in thisprospectus

“LIMRA” Life Insurance Marketing Research Association

“Listing Date” the date, expected to be on or about 23 December 2009, on whichour H Shares are first listed and from which dealings therein arepermitted to take place on the Hong Kong Stock Exchange

“LOMA” Life Office Management Association, Inc.

“Macau” the Macau Special Administrative Region of the PRC

“Mandatory Provisions” the Mandatory Provisions for Articles of Association of Companies tobe Listed Overseas, for inclusion in the articles of association ofcompanies incorporated in the PRC to be listed overseas, which were

17

DEFINITIONS

promulgated by the PRC Securities Commission, the predecessor ofthe CSRC, and the State Restructuring Commission on 27 August1994, as amended and supplemented from time to time

“Ministry of Finance” or “MOF” the Ministry of Finance of the PRC ( )

“MOF Office” Shanghai Financial Supervision Office of the Ministry of Finance( )

“National People’s Congress”or “NPC”

the National People’s Congress of the PRC ( )

“NSSF Council” the National Council for Social Security Fund of the PRC( )

“Offer Price” the final Hong Kong dollar price per Hong Kong Offer Share(exclusive of brokerage, SFC transaction levy and Hong Kong StockExchange trading fee) at which Hong Kong Offer Shares are to besold, to be determined in the manner described in the sectionheaded “Structure of the Global Offering”

“Offer Shares” the H Shares offered in the Global Offering (for the purposes ofthis prospectus, the total number of initial Offer Shares under theGlobal Offering is assumed to be 861,300,000 Offer Shares)

“our Company”, the“Company”, the “Group”,“we” or “us”

CPIC Group and, except where the context otherwise requires, allof its subsidiaries

“Overseas Investors” Carlyle Holdings Mauritius Limited and Parallel Investors HoldingsLimited, investment entities controlled by Carlyle-managed funds

“Pacific-Antai” Pacific-Antai Life Insurance Co., Ltd. ( ), acompany incorporated in the PRC on 12 October 1998 primarilyengaging in the underwriting of various types of life insuranceproducts in Shanghai and Guangdong, in which CPIC Group holdsa 50% equity interest

“Pacific Real Estate” Shanghai Pacific Real Estate Co., Ltd. ( ), a100% directly owned subsidiary of CPIC Group incorporated inthe PRC in 1993 engaging in management of its properties for useby the Group

“PBOC” the People’s Bank of China ( )

“PBOC Rate” the exchange rate for foreign exchange transactions set daily bythe PBOC based on the previous day’s China interbank foreignexchange market rate and with reference to current exchangerates on the world financial markets

“PICC” The People’s Insurance Company (Group) of China and, exceptwhere the context otherwise requires, all of its subsidiaries

“Ping An” Ping An Insurance (Group) Company of China, Ltd. and, exceptwhere the context otherwise requires, all of its subsidiaries

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DEFINITIONS

“PRC”, “China” or the “People’sRepublic of China”

the People’s Republic of China, excluding, for purposes of thisprospectus only (unless otherwise indicated), Hong Kong, Macauand Taiwan

“PRC Company Law” the Company Law of the PRC ( ), as enactedby the Standing Committee of the Eighth National People’sCongress on 29 December 1993 and effective on 1 July 1994, asamended, supplemented or otherwise modified from time to time

“PRC GAAP” generally accepted accounting principles in the PRC, including theAccounting Standards for Business Enterprises

“PRC Insurance Law” the Insurance Law of the PRC ( ), as enactedby the Standing Committee of the Eighth National People’sCongress on 30 June 1995 and effective on 1 October 1995, asamended, supplemented or otherwise modified from time to time

“PRC Securities Law” the Securities Law of the PRC ( ), as enactedby the Standing Committee of the National People’s Congress on29 December 1998 and effective 1 July 1999, as amended,supplemented or otherwise modified from time to time

“Price Determination Date” the date on which the pricing of the Offer Shares will be fixed bythe Joint Bookrunners, on behalf of the Underwriters and us,expected to be on or around 16 December 2009, and in any eventnot later than 22 December 2009

“Promoters” or “Promoter” Shanghai Shenergy Group Co., Ltd., Shanghai State-owned AssetsOperation Co., Ltd., Yunnan Hongta Industrial Co., Ltd., ShanghaiJiushi Corporation and Shanghai Pudong Land Development(Holding) Company; a Promoter means any one of the Promoters

“PSB” Postal Savings Bank of China ( )

“Regulation S” Regulation S under the U.S. Securities Act

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

“Rule 144A” Rule 144A under the U.S. Securities Act

“SAB” Shanghai Audit Bureau ( )

“Sale Shares” the 78,300,000 H Shares to be converted from an equal number ofA Shares with a nominal value of RMB1.00 each held by the SellingShareholders to be offered for sale by the Selling Shareholders aspart of the Global Offering at the Offer Price, subject to anyadjustments as mentioned in the section headed “Structure ofthe Global Offering — The Selling Shareholders” and, whererelevant, any additional H Shares which may be sold pursuantto the exercise of the H Share Over-Allotment Option, andreferences to “Sale Shares” shall include, where the contextrequires, the A Shares from which the Sale Shares are converted

“SASAC” the State-Owned Assets Supervision and AdministrationCommission of the State Council ( )

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DEFINITIONS

“Selling Shareholders” the shareholders set out in Appendix X — “Statutory and GeneralInformation — The Selling Shareholders” that hold the SaleShares as registered holders on behalf of the NSSF Council (onlyto the extent and in the context of the Sale Shares) and will beselling the Sale Shares in the Global Offering as further describedin the section headed “Structure of the Global Offering — TheSelling Shareholders”

“SFC” the Securities and Futures Commission of Hong Kong( )

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws ofHong Kong), as amended, supplemented or otherwise modifiedfrom time to time

“Shanghai Listing Rules” the Stock Listing Rules of the Shanghai Stock Exchange( )

“Shanghai Stock Exchange” the Shanghai Stock Exchange ( )

“Shares” ordinary shares in the capital of our Company with a nominalvalue of RMB1.00 each, comprising A Shares and H Shares

“Sole Global Coordinator” UBS

“Special Regulations” the Special Regulations on the Overseas Offering and Listing ofShares by Joint Stock Limited Companies issued by the StateCouncil of the PRC on 4 August 1994, as amended, supplementedor otherwise modified from time to time

“State Administration ofForeign Exchange” or “SAFE”

the State Administration of Foreign Exchange of the PRC( )

“State Administration ofIndustry and Commerce” or“SAIC”

the State Administration for Industry and Commerce of the PRC( )

“State Council” the State Council of the PRC ( )

“Supervisors” the members of the Board of Supervisors

“Towers Perrin” Towers, Perrin, Forster & Crosby, Inc., an independent firm ofconsulting actuaries

“UBS” UBS AG, Hong Kong Branch

“Underwriters” the Hong Kong Underwriters and the International Purchasers

“United States”, “U.S.” or “US” the United States of America, its territories, its possessions and allareas subject to its jurisdiction

“US dollars” or “US$” United States dollars, the lawful currency of the United States

“U.S. Exchange Act” the United States Securities Exchange Act of 1934, as amended

“US GAAP” generally accepted accounting principles in the United States

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DEFINITIONS

“U.S. Securities Act” the United States Securities Act of 1933, as amended

“White Form eIPO” applying for Hong Kong Offer Shares to be issued in your ownname by submitting applications online through the designatedwebsite at www.eipo.com.hk

“White Form eIPO ServiceProvider”

Computershare Hong Kong Investor Services Limited

“WTO” the World Trade Organization

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DEFINITIONS

GLOSSARY

The glossary contains explanations of certain terms and definitions used in this prospectus inconnection with us and our business. The terms and their meanings may not correspond tostandard industry meaning or usage of these terms.

“1/24 gross premium method” A basis for estimating unearned premium reserves based on theassumption that premiums are received evenly over each monthand risk is spread evenly over the year.

“ALM” assets and liabilities management, which is the ongoing process offormulating, implementing, monitoring and revising strategiesrelated to assets and liabilities to achieve an organization’sfinancial objectives, given the organization’s risk tolerances andother constraints.

“ancillary agent” An insurance agent that, in addition to its own business, acts as anagent for insurance companies to conduct insurance business andcollects insurance premiums within its authorization. Examples ofancillary agents include banks, PSB and car dealerships.

“annuity” A contract that provides for periodic payments to an annuitant fora specified period of time, often until the annuitant’s death.

“assumed investment return” The investment return assumed in our group embedded valuecalculation.

“average cost per claimmethod”

A method for estimating claim reserves based on the averageamount of claim payment derived from historical claim data andadjusted by projections of future trends of claim paymentamounts.

“Bornhuetter-Fergusonmethod”

A method of determ