CONNECTED TRANSACTION CAPITAL CONTRIBUTION TO A NON WHOLLY-OWNED SUBSIDIARY

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Hong Kong with limited liability) (Stock Code: 966) CONNECTED TRANSACTION CAPITAL CONTRIBUTION TO A NON WHOLLY-OWNED SUBSIDIARY On 23 December 2009, the Company entered into the conditional Capital Contribution Agreement with TPG, TPI and ICBC (Asia). It has been proposed that the registered capital of TPI will be increased from RMB1,570,000,000 to RMB2,070,000,000 by an additional registered capital of RMB500,000,000, to be contributed by TPG, the Company and ICBC (Asia) in proportion to their respective shareholdings in TPI. As at the date of this announcement, ICBC (Asia) has yet to decide whether it will participate in the Capital Contribution. Pursuant to the Capital Contribution Agreement, TPG and the Company have conditionally agreed to contribute to the registered capital in TPI, in cash, (i) RMB187,500,000 and RMB250,250,000 respectively; and (ii) (if ICBC (Asia) does not participate in the Capital Contribution) additional amounts of RMB26,663,335 and RMB35,586,665 respectively, the aggregate of which is equal to the amount of the ICBC (Asia) Contribution, such that the registered capital of TPI will be increased by RMB500,000,000 in total. TPI is a non wholly-owned subsidiary of the Company, in which the Company holds a 50.05% equity interest as at the date of this announcement. Upon completion of the Capital Contribution, the respective shareholdings of TPG, the Company and ICBC (Asia) in TPI will remain to be 37.50%, 50.05% and 12.45%, respectively if the ICBC (Asia) Contribution is made by ICBC (Asia). In the event that ICBC (Asia) gives up its rights to participate in the Capital Contribution, TPG and the Company will make the Additional Capital Contribution subject to the conditions and on the terms of the Capital Contribution Agreement. Upon completion of the Capital Contribution and Additional Capital Contribution, each of TPG, the Company and ICBC (Asia) will be directly interested in 38.79%, 51.77% and 9.44%, respectively, of the equity interests in TPI. TPG, the ultimate holding company of the Company, directly holds a 37.50% equity interest in TPI. TPG and TPI are therefore connected persons of the Company under the Listing Rules. Accordingly, the transaction contemplated under the Capital Contribution Agreement constitutes a connected transaction of the Company. As the applicable percentage ratios in relation to the Capital Contribution and the Additional Capital Contribution, in aggregate, represent more than 0.1% but less than 2.5%, the Capital Contribution Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the independent shareholders approval requirement under the Listing Rules. 1

2 The Board announces that the Company entered into the Capital Contribution Agreement on 23 December It has been proposed that the registered capital of TPI will be increased from RMB1,570,000,000 to RMB2,070,000,000 by an additional registered capital of RMB500,000,000, to be contributed by TPG, the Company and ICBC (Asia) in proportion to their respective shareholdings in TPI. The total Capital Contribution of RMB500,000,000 has been determined with reference to the solvency requirement under the relevant regulations in the PRC and the anticipated business expansion of TPI. As at the date of this announcement, ICBC (Asia) has yet to decide whether it will participate in the Capital Contribution. 1. THE CAPITAL CONTRIBUTION AGREEMENT Date : 23 December 2009 Parties : (1) TPG, the ultimate holding company of the Company; (2) the Company; (3) ICBC (Asia); and (4) TPI, a non wholly-owned subsidiary of the Company and established in the PRC, in which the Company holds a 50.05% equity interest as at the date of this announcement. Pursuant to the Capital Contribution Agreement, TPG and the Company have agreed, conditional upon fulfillment of the Conditions to contribute, in cash, the following respective amounts as additional registered capital: Name of the Shareholder Amount of Additional Registered Capital Agreed to be Contributed (RMB) TPG 187,500,000 Company 250,250,000 Total amount 437,750,000 If ICBC (Asia) participates in the Capital Contribution, it will contribute RMB62,250,000 to TPI in proportion to its shareholding in TPI and the total Capital Contribution will be RMB500,000,000. In the event that ICBC (Asia) decides to give up its rights to participate in the Capital Contribution and the Conditions are fulfilled, TPG and the Company have agreed, after the obtaining of relevant approvals from the Ministry of Finance of the PRC and the CIRC in respect of the Capital Contribution and the Additional Capital Contribution, to contribute the following respective amounts of Additional Capital Contribution in proportion to their respective shareholdings in TPI (without taking into consideration the shareholding of ICBC (Asia) in TPI): Name of the Shareholder Amount of Additional Registered Capital Agreed to be Contributed (RMB) TPG 26,663,335 Company 35,586,665 Total amount 62,250,000 2

3 The amount of additional registered capital in the sum of RMB250,250,000 and (where applicable) RMB35,586,665 to be contributed by the Company into TPI will be funded by the internal resources of the Group. Conditions for the payment of the Capital Contribution Payment of the Capital Contribution is conditional upon: (i) (ii) compliance with the relevant requirements of the Listing Rules by the Company in relation to the Capital Contribution Agreement and the transactions contemplated thereunder; and obtaining the approval of the Ministry of Finance of the PRC in respect of the Capital Contribution. The parties have agreed to use their best endeavours to procure that the Conditions are fulfilled on or before the Payment Long Stop Date, failing which, the Capital Contribution Agreement shall terminate and be of no effect and no party shall have any claim against the other, save in respect of any antecedent breach. Payments Payment of the Capital Contribution shall take place on or before the Payment Long Stop Date after fulfillment of all of the Conditions. Payment of the Additional Capital Contribution shall be conditional upon the approval of the Capital Contribution and the Additional Capital Contribution by the Ministry of Finance of the PRC and CIRC and shall take place within 30 business days after the receipt by TPG and the Company of a notification from ICBC (Asia) giving up its right to participate in the Capital Contribution or such later date as TPG, the Company and TPI may agree. Completion TPI shall be responsible for the completion of all necessary procedures and arrangements required for completion of the transactions contemplated under the Capital Contribution Agreement on or before the Completion Long Stop Date. 2. SHAREHOLDING STRUCTURE OF TPI BEFORE AND AFTER COMPLETION As at the date of this announcement, the shareholders of TPI and their respective shareholding interests in TPI are as follows: Amount of Percentage of Registered and Shareholding Name of the Shareholder Paid-Up Capital Interests (RMB) (%) TPG 588,750, Company 785,785, ICBC (Asia) 195,465, Total 1,570,000,

4 Immediately after completion of the Capital Contribution (assuming that ICBC (Asia) participates in the Capital Contribution), the percentage of equity interests held by TPG, the Company and ICBC (Asia) will be as follows: Amount of Percentage of Registered and Shareholding Name of the Shareholder Paid-Up capital Interests (RMB) (%) TPG 776,250, Company 1,036,035, ICBC (Asia) 257,715, Total 2,070,000, Assuming that ICBC (Asia) does not participate in the Capital Contribution and immediately after completion of the Additional Capital Contribution, the percentage of equity interests held by TPG and the Company will increase while that held by ICBC (Asia) will decrease. The following table shows the shareholding structure of TPI after completion of the Capital Contribution and the Additional Capital Contribution by TPG and the Company: Amount of Percentage of Registered and Shareholding Name of the Shareholder Paid-up Capital Interests (RMB) (%) TPG 802,913, Company 1,071,621, ICBC (Asia) 195,465, Total 2,070,000, FINANCIAL INFORMATION OF TPI Based on the audited accounts of TPI for the year ended 31 December 2008, the audited net asset value of TPI was RMB million. The audited net loss of TPI before taxation and extraordinary items for the financial years ended 31 December 2007 and 2008 in accordance with Hong Kong Financial Reporting Standards was approximately RMB89.71 million and RMB million, respectively. The audited net loss of TPI after taxation and extraordinary items for the financial year ended 31 December 2008 in accordance with Hong Kong Financial Reporting Standards was approximately RMB million (2007: loss of approximately RMB million). 4. REASONS FOR ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT The Capital Contribution Agreement will provide the capital needed to bolster the solvency position of TPI. Although TPI is currently incurring operational losses due to difficult operating conditions, the Directors continue to be optimistic on the long-term prospects for the PRC property and casualty insurance industry. The Directors believe that the Capital Contribution and (where applicable) the Additional Capital Contribution will allow TPI to further strengthen and improve upon its operations, and to best position itself in a challenging market that continues to have vast potential over the long run. 4

5 The Directors (including the independent non-executive Directors) believe that the Capital Contribution Agreement was entered into on normal commercial terms and believe that the terms and the rationale behind the Capital Contribution are fair and reasonable so far as the Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. The principal activity of the Company is investment holding. The principal activities of the Group are the underwriting of all classes of global reinsurance business, direct life insurance business in the PRC and direct property and casualty insurance business in the PRC and Hong Kong. The Group also carries on asset management, insurance intermediaries and pension businesses and, to support its insurance activities, holds money market, fixed income, equity and property investments. The principal activities of TPG and its subsidiaries are insurance business and securities broking, and the holding of various investments. The principal activities of TPI are direct property and casualty insurance business in the PRC. 5. LISTING RULES As at the date of this announcement, TPG, the ultimate holding company of the Company, is directly interested in 37.50% of the equity interests of TPI, a non wholly-owned subsidiary of the Company, TPG and TPI are therefore connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Contribution Agreement constitute connected transactions of the Company. As the applicable percentage ratios in relation to the Capital Contribution and the Additional Capital Contribution, in aggregate, represent more than 0.1% but less than 2.5%, the Capital Contribution Agreement and the transactions contemplated thereunder are subject to the reporting, announcement but exempt from independent shareholders approval requirement under the Listing Rules. 6. DEFINITIONS In this announcement, the following terms have the following meanings: Additional Capital Contribution associate(s) Board Capital Contribution the contribution of the additional registered capital into TPI in the aggregate amount of RMB62,250,000, equivalent to the amount of the ICBC (Asia) Contribution in the event of ICBC (Asia) giving up its right to participate in the Capital Contribution, of which, RMB26,663,335 will be contributed by TPG and RMB35,586,665 will be contributed by the Company in addition to their respective amount of Capital Contribution has the meaning ascribed to it under the Listing Rules the board of Directors of the Company the contribution of the additional registered capital in the aggregate amount of RMB500,000,000 (if ICBC (Asia) participates in the Capital Contribution) or RMB437,750,000 (if ICBC (Asia) does not participate in the Capital Contribution) into TPI by TPG (as to RMB187,500,000) and the Company (as to RMB250,250,000) pursuant to the Capital Contribution Agreement and (if ICBC (Asia) participates in the Capital Contribution) ICBC (Asia) (as to RMB62,250,000) in proportion to their respective shareholdings in TPI 5

6 Capital Contribution Agreement CIRC Company the conditional agreement dated 23 December 2009 entered into amongst TPG, the Company, ICBC (Asia) and TPI relating to the Capital Contribution China Insurance Regulatory Commission, the primary regulator of the insurance sector in the PRC China Taiping Insurance Holdings Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange as at the date of this announcement Completion Long Stop Date within 30 days after payment of the Capital Contribution and the Additional Capital Contribution, as the case may be or such later date as may be agreed amongst TPG, the Company and TPI Conditions Directors Group Hong Kong ICBC (Asia) ICBC (Asia) Contribution Independent Shareholders Listing Rules Payment Long Stop Date PRC Shareholders Stock Exchange the conditions precedent for the payment of the Capital Contribution as set out in the paragraph headed Conditions for the payment of the Capital Contribution the directors of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Industrial and Commercial Bank of China (Asia) Limited, a licensed bank incorporated in Hong Kong and whose shares are listed on the main board of the Stock Exchange the contribution of additional registered capital into TPI in an amount of RMB62,250,000 by ICBC (Asia) in proportion to its shareholding in TPI if ICBC (Asia) participates in the Capital Contribution shareholders of the Company other than TPG and TPI and their respective associates (as defined in the Listing Rules) the Rules Governing the Listing of Securities on the Stock Exchange 30 April 2010 (or such later date as TPG, the Company and TPI may agree in writing) the People s Republic of China, and for the purpose of this announcement, excludes Taiwan, Hong Kong and the Macau Special Administrative Region of the PRC shareholders of the Company The Stock Exchange of Hong Kong Limited 6

7 TPG TPI RMB China Taiping Insurance Group Co., a limited company established in the PRC and the ultimate holding company of the Company, which is holding an effective interest of approximately 53.39% in the Company as at the date of this announcement Taiping General Insurance Co. Ltd., a limited liability company established in the PRC and a subsidiary of the Company owned as to 50.05% by the Company, 37.50% by TPG and 12.45% by ICBC (Asia) as at the date of this announcement Renminbi, the lawful currency of the PRC % per cent By order of the board of China Taiping Insurance Holdings Company Limited NG Yu Lam Kenneth Executive Director & Chief Executive Officer Hong Kong, 23 December 2009 As at the date of this announcement, the board of the Company is comprised of 11 directors, of which Mr. LIN Fan, Mr. SONG Shuguang, Mr. XIE Yiqun, Mr. HE Zhiguang, Mr. NG Yu Lam Kenneth, Mr. SHEN Koping Michael and Mr. LAU Siu Mun Sammy are executive directors, Mr. LI Tao is a non-executive director and Dr. WU Jiesi, Mr. CHE Shujian and Mr. LEE Kong Wai Conway are independent non-executive directors. This announcement is posted on the website of The Stock Exchange of Hong Kong Limited at and on the website of the Company at 7