Major Shareholder:

• HSBC Insurance ¡V 9.99% interest
• The Group of participants of employee investment pool ¡V 11.52% interest
• Shenzhen Investment Holdings Corporation ¡V 8.77% interest
• Yuen Trust Investment Ltd ¡V 6.13% interest
• Goldman Sachs Group Inc ¡V 5.47% interest
• Capital China Group Ltd ¡V 5.37% interest

Company Subsidiaries:

• Ping An Life Insurance Company of China Ltd (99.0%): Provides a wide variety of life insurance products and related services in PRC
• Ping An Property & Casualty Insurance Co of China Ltd (99.0%): Provides a broad range of property and casualty insurance products and related services to the individual and corporate customers in the PRC
• China Ping An Trust & Investment Co (99.3%): Provides trust services in the PRC
• China Ping An Insurance Overseas (Holdings) Ltd (100.0%): Provides property and casualty insurance products in Hong Kong
• Ping An Securities Co Ltd (63.65%): Provides brokerage, investment banking and asset management services in the PRC.
• Ping An Bank Ltd (72.49%): Engaged in the foreign currency commercial banking businesses in the PRC.

The Group is a leading insurance group in the PRC with the ability to provide multiple financial services and products. The objective is to become one of the leading multiple financial service providers in the world with a core insurance business that consistently delivers stable profit growth and shareholder return. The strategy is to offer the customers a broad range of financial products and services under one brand, with a focus on life and property and casualty insurance products, through the multi-channel distribution network. The ability to execute this strategy is enhanced by the sound corporate governance and internal control, strong management team with international experience, advanced information technology platform, centralized customer database, and unified financial, risk and human resource management systems and processes.

The multiple financial service platforms enable to leverage the resources to promote cross-selling and to increase cost efficiency. Moreover, the corporate culture, which is focused on the creation of shareholder value and the adoption of international practices in product management, customer service, distribution and corporate governance, helps us maintain the leadership position in the PRC insurance industry.

The Group is one of the most recognized brands in the PRC insurance industry, especially in individual life insurance and was developed an extensive customer base in the PRC with over 27 million life insurance and 4 million property and casualty insurance customers as of December 31, 2003. The Group developed one of the largest distribution networks in the PRC, with 70 branch offices, over 3,600 sub-branch offices, more than 180,000 sales agents for the individual life insurance products and over 8,000 employees engaged in sales and marketing activities of the group and property and casualty insurance products as of December 31, 2003. The Group constantly seeks new and innovative ways to serve the customers, and the innovation has not only allowed us to capture market opportunities, but also enabled us to quickly adapt to the rapidly changing market conditions in the PRC.

Fujian Asia Bank Ltd., which has been renamed Ping An Bank Limited, became a 73% owned subsidiary of Ping An Trust on February 19, 2004. The Group intends to leverage Ping An Bank Limited to develop a consumer banking business, including offering credit card and real estate mortgage lending services, as and when laws and regulations permit. The Group believes this transaction will further enhance the ability to provide the customers with multiple financial services, including insurance, securities, banking, pension fund management and credit cards.

The Directors believe that the Group has the following competitive advantages:

• A leading insurance franchise with a well-recognized brand name;
• A corporate culture that is focused on shareholder value and on effective adoption of international practices;
• Sound corporate governance and effective internal controls;
• An experienced and strong management team that combines international expertise with extensive operating experience in the PRC insurance industry;
• Strong multi-channel distribution capability;
• Leading and innovative customer service;
• Focus on more profitable regular premium individual life insurance products;
• Strong investment management capability;
• Leading information technology systems; and
• A multiple financial services platform to capture new business opportunities.

• Interest rate fluctuations as well as the continuation of the current low interest rate environment may materially and adversely affect the profitability.

• Due to the limited availability of long-term fixed income securities in the PRC capital markets and the legal and regulatory restrictions on the types of investments the Group may
• Make, the Group is unable to match closely the duration of the assets and liabilities, which increases the exposure to interest rate risk.

• The business and prospects would be materially and adversely affected if the Group is not able to manage the growth successfully.

• The Group may need additional capital in the future, and the Group cannot assure you that the Group would be able to obtain such capital on acceptable terms, or at all.

• The risk management policies and procedures and internal controls, as well as the risk management tools available to us, may not be adequate or effective in all respects, and may expose us to unidentified or unanticipated risks, which could materially and adversely affect the business or result in losses.

• Any significant failure in the information technology systems, including the management information systems, could have a material adverse effect on the business and profitability.

• A perceived reduction in the financial strength or a downgrade in the rating could increase policy surrenders and withdrawals and damage the relationship with the creditors, the counter parties and the distributors of the products.

• The ability to pay dividends and meet other obligations depends on dividends and other payments from the operating subsidiaries, which may be subject to contractual and other limitations.

The strategy is to offer the customers a broad range of financial products and services under one brand, with a focus on life and property and casualty insurance products, through the multi-channel distribution channels. The Group will undertake strategic initiatives focused on enhancing the competitiveness in the core life and property and casualty insurance businesses, pursuing the multiple financial service business model and building strong back office and risk management support.

In particular, The Group will:

• Pursue profitable growth through the strengthening of the distribution channels;
• Enhance the profitability through product mix optimization and more rigorous and disciplined underwriting;
• Continue to focus on and enhance product offerings and customer service;
• Maximize cross-selling opportunities by leveraging the broad customer base and diverse product offerings;
• Further develop a multiple financial services platform by pursuing potential new business opportunities; and
• Further centralize the key processing functions to control operating costs and improve operational efficiency.

The net proceeds from the global offering, after deducting the related expenses, are estimated to amount to approximately HK$12,867 million (based on the offer price HK$10.735 per shares). The Group intends to use these net proceeds for, among other things general corporate purposes, improvement of business and operations, and upgrading of information technology system.

The Group will not receive any of the proceeds from the sale of H shares of ADSs in the Global Offering by the Selling Shareholders. All of the proceeds from the sale of H Shares of ADSs in the Global Offering by the Selling Shareholders that are PRC state owned entities will be remitted to the national social security fund in accordance with the relevant PRC government requirements.