(1) TERMINATION OF ACQUISITION OF PROPERTY IN BEIJING (2) DISCLOSEABLE TRANSACTION ACQUSITION OF ANOTHER PROPERTY IN BEIJING

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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) ANNOUNCEMENT (1) TERMINATION OF ACQUISITION OF PROPERTY IN BEIJING (2) DISCLOSEABLE TRANSACTION ACQUSITION OF ANOTHER PROPERTY IN BEIJING On 29 October 2014, TPL, a subsidiary of the Company, entered into the Site B Termination Agreement to terminate the acquisition of Site B Property on the condition that the Site D Acquisition Agreement has been signed and become effective. On the same day, TPL entered into the Site D Acquisition Agreement with FS Landmark pursuant to which TPL agreed to acquire the Site D Property from FS Landmark at the Initial Consideration of RMB5,019,000,000 (subject to adjustment). The Site D Acquisition constitutes a discloseable transaction of the Company under the Listing Rules. As the applicable percentage ratios in respect of the Site D Acquisition based on the Initial Consideration calculated in accordance with Chapter 14 of the Listing Rules are more than 5% but less than 25%, the Site D Acquisition is subject to the reporting and announcement requirements under the Listing Rules. TERMINATION OF ACQUISITION OF SITE B PROPERTY Reference is made to the Previous Announcement in relation to the acquisition of the Site B Property from Financial Street pursuant to the Site B Acquisition Agreement. On 29 October 2014, (a) (b) TPL, Financial Street and FS Guangan entered into a supplemental agreement to supplement and amend the Site B Supplemental Acquisition Agreement confirming, inter alia, the novation of rights and obligations of Financial Street under the Site B Acquisition Agreement to FS Guangan. FS Guangan, TPL and FS Landmark entered into the Site B Termination Agreement to terminate the Site B Acquisition Agreement on the condition that the Site D Acquisition Agreement has been signed and become effective. The parties to the Site B Termination Agreement agreed that the prepayment of RMB537,750,000 made by TPL pursuant to the Site B Acquisition Agreement shall be transferred by FS Guangan to FS Landmark as a prepayment payable by TPL to FS Landmark pursuant to the Site D Acquisition Agreement

2 DISCLOSEABLE TRANSACTIONS - ACQUISITION OF SITE D PROPERTY The Site D Acquisition Agreement Date : 29 October 2014 Parties : (1) FS Landmark as vendor (2) TPL as purchaser Subject Matter : The acquisition of the Site D Property from FS Landmark by TPL or its associates Consideration : The initial consideration calculated based on the Initial GFA is RMB5,019,000,000 (the Initial Consideration ), subject to adjustment. As at the date of this announcement, the maximum amount of consideration is unable to be determined between the parties. When the Final Consideration is determined at a later stage, the Company will comply with the relevant requirements under the Listing Rules (if required). TPG (HK) has approved the Site D Acquisition Agreement and the transactions contemplated thereunder. Payment Term : The Initial Consideration of RMB5,019,000,000 (subject to adjustment) shall be payable by TPL to FS Landmark in the following manner: (a) Up to the 15 business days after land use rights certificate ( 土 地 使 用 證 ) in respect of Site D has been obtained and the delivery of FS Landmark s relevant notification to TPL, a total payment up to RMB2,509,500,000 (representing 50% of the Initial Consideration) to be settled by TPL. As mentioned in the section headed Termination of Acquisition of Site B Property, RMB537,750,000 had been paid by TPL to Financial Street pursuant to the Site B Acquisition Agreement and shall be applied to settle part of the prepayment payable pursuant to the Site D Acquisition Agreement; (b) Up to 15 business days after the completion certificate ( 竣 工 驗 收 備 案 表 ) in respect of the Site D Property has been obtained and the delivery of FS Landmark s relevant notifications to TPL, a total payment up to RMB 4,768,050,000 (representing 95% of the Initial Consideration) is to be settled by TPL; (c) the remaining balance of the Final Consideration as final settlement within 15 business days after the receipt of written notice of the initial property registration for the Site D Property and the delivery of FS Landmark s relevant notifications to TPL

3 Termination : The parties agreed that if the relevant authorities in the PRC does not approve or refuse to perform the relevant statutory procedures resulting non-performance of obligation under the Site D Property Acquisition Agreement by TPL, such agreement shall be terminated and FS Landmark will return all the payments made by TPL within 30 days after TPL s notification. It is agreed that if the land use rights certificate in respect of Site D is not obtained before 31 October 2014, TPL shall be entitled to terminate the Site D Acquisition Agreement and FS Landmark will return all the payments made by TPL together with interests to TPL. Delivery of the Property : It is expected that FS Landmark will deliver the Site D Property to TPL no later than 31 December Upon the Site D Acquisition Agreement having been signed and become effective on 29 October 2014, the Site B Termination Agreement became unconditional. It is intended that the consideration payable under the Site D Acquisition Agreement will be funded by internal resources of TPL. Information on the Site D Property The Site D Property will be constructed by FS Landmark at Site D of Daji Redevelopment Zone, Southeast corner of Caishikou, Xicheng District, Beijing, the PRC ( 中 國 北 京 西 城 區 菜 市 口 東 南 角 大 吉 危 改 小 區 D 地 塊 ). REASONS FOR AND BENEFITS OF ENTERING INTO THE SITE D ACQUISITION AGREEMENT The Site D Acquisition will enable TPL to become the owner of the Site D Property located in a premium location in Beijing. Based on the solid foundation and prospects of the PRC economy and real estate markets over the long term, the purchase of the Site D Property by TPL will be beneficial to its overall asset composition from a diversification, asset-liability matching, and risk-return perspective. The consideration for the Site D Acquisition was determined after arm s length negotiations between FS Landmark and TPL with reference to the market value of similar properties in proximity, taking into account of the potential value of the Site D Property. The Directors are of the view that the Site D Acquisition Agreement is on normal commercial terms and the terms of the Site D Acquisition Agreement are fair and reasonable and in the interests of the shareholders as a whole. REQUIREMENTS UNDER THE LISTING RULES As the applicable percentage ratios in respect of the Site D Acquisition based on the Initial Consideration calculated in accordance with Chapter 14 of the Listing Rules are more than 5% but less than 25%, the Site D Acquisition is subject to the reporting and announcement requirements under the Listing Rules

4 GENERAL The principal activity of the Company is investment holding. The principal activities of the Group s subsidiaries are the underwriting of direct life insurance business in the PRC, direct property and casualty insurance business in the PRC, Hong Kong and overseas, and all classes of global reinsurance business. The Group s subsidiaries also carry on operations in asset management, insurance intermediary, E-commerce for insurance, pension and group life insurance, securities dealing and broking business. TPL was incorporated in the PRC with a national licence to operate domestic life insurance. TPL is mainly engaged in underwriting direct life insurance contracts in the PRC. FS Landmark is a limited company established in the PRC principally engaged in development of real estate and sales of self-developed commodity housing. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, FS Landmark and its ultimate beneficial owner are third parties independent of the Company and its connected persons. DEFINITIONS Unless the context otherwise requires, the following terms shall have the meanings set out below: Company connected person controlling shareholder Directors Final Consideration Financial Street FS Guangan FS Landmark China Taiping Insurance Holdings Company Limited ( 中 國 太 平 保 險 控 股 有 限 公 司 ), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules the directors of the Company the final consideration calculated based on the gross floor area in accordance with the actual measurement report of the completed Site D Property to be issued by a qualified surveyor Financial Street Holdings Co., Ltd. ( 金 融 街 控 股 股 份 有 限 公 司 ), a joint stock limited company established in the PRC 金 融 街 廣 安 ( 北 京 ) 置 業 有 限 公 司 (English translation for reference only: Financial Street Guangan (Beijing) Properties Co., Ltd., a wholly-owned subsidiary of Financial Street 金 融 街 ( 北 京 ) 置 地 有 限 公 司 (English translation for reference only: Financial Street (Beijing) Landmark Co., Ltd., a wholly-owned subsidiary of Financial Street - 4 -

5 Group Hong Kong Listing Rules the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on the Stock Exchange Previous Announcement the announcement of the Company dated 8 August 2013 PRC RMB Site B Property Site B Acquisition Agreement Site B Termination Agreement Site D Acquisition Site D Acquisition Agreement Site D Property People s Republic of China, for the purposes of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC commercial housing with approximately 75,000 square meters gross floor area (subject to adjustment) in the west wing of No.4 office building to be constructed by Financial Street and its subsidiaries on Site B of Daji Redevelopment Zone, Southeast corner of Caishikou, Xicheng District, Beijing, the PRC ( 中 國 北 京 西 城 區 菜 市 口 東 南 角 大 吉 危 改 小 區 B 地 塊 ) ( Site B ) the property sale and purchase agreement dated 8 August 2013 entered into between Financial Street and TPL in relation to the acquisition of Site B Property by TPL as supplemented and amended from time to time the conditional termination agreement dated 29 October 2014 entered into between FS Landmark, TPL and FS Guangan the acquisition of the Site D Property by TPL from FS Landmark pursuant to the Site D Acquisition Agreement and the transactions contemplated thereunder the property sale and purchase agreement dated 29 October 2014 entered into between FS Landmark and TPL in relation to the acquisition of Site D Property by TPL office building with approximately 124,800 square meters gross floor area (the Initial GFA ) (subject to adjustment) to be constructed by FS Landmark on Site D of Daji Redevelopment Zone, Southeast corner of Caishikou, Xicheng District, Beijing, the PRC ( 中 國 北 京 西 城 區 菜 市 口 東 南 角 大 吉 危 改 小 區 D 地 塊 ) ( Site D ), which will comprise approximately 87,800 square meters gross floor area above the ground and 37,000 square meters gross floor area below the ground, subject to finalization to be stated in 建 設 工 程 規 劃 許 可 證 (English translation for reference only: Construction Project Planning Permit) to be issued by 北 京 市 规 委 (English translation for reference only: Beijing Municipal Planning Commission) - 5 -

6 Stock Exchange TPL TPG (HK) The Stock Exchange of Hong Kong Limited 太 平 人 壽 保 險 有 限 公 司 (Taiping Life Insurance Company Limited), a company incorporated in the PRC and a subsidiary of the Company owned as to 75.1% by the Company and 24.9% by Ageas Insurance International N.V. China Taiping Insurance Group (HK) Company Limited 中 國 太 平 保 險 集 團 ( 香 港 ) 有 限 公 司, a company incorporated in Hong Kong with limited liability, which is the controlling shareholder of the Company and as of the date hereof, is holding approximately 68.96% of the shares in the Company % per cent Hong Kong, 29 October 2014 By order of the board of China Taiping Insurance Holdings Company Limited ZHANG Ruohan CHAN Man Ko Joint Company Secretary As at the date of this announcement, the Board comprises 11 directors, of which Mr. WANG Bin, Mr. LI Jinfu, Mr. MENG Zhaoyi and Mr. XIE Yiqun, are executive directors, Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming are non-executive directors and Dr. WU Jiesi, Mr. Zhu Dajian and Mr. WU Ting Yuk Anthony 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