Ping An Employees Shares Transferred to Long Term Strategic Investors
Hong Kong, Shanghai , 14 May 2012 - Ping An Insurance (Group) Company of China, Ltd. (hereafter "Ping An" or "the Group", HKEX: 2318; SSE: 601318) announces that the respective shares of New Horse Development, Jingao Industrial and Jiangnan Industrial (Investment pool) held by Ping An Insurance (Group) Company of China Labor Union ("Ping An Labor Union"), Ping An Securities Company, Ltd. Labor Union ("Ping An Securities Labor Union"), China Ping An Trust Co., Ltd. Labor Union ("Ping An Trust Labor Union") and Ms. Wang Liping ("Investment pool"), will be transferred to China Foreign Economy and Trade Trust Co., Ltd, Beijing Fengrui Private Equity (Limited Partnership), Tianjin Xinde Rongsheng Trading Co., Ltd, and Linzhi Zhengda Global Investment Co., Ltd. ("Strategic investors"). Upon the completion of the transaction, The employees A shares reduction issue will be properly addressed by means of introduction of long term strategic investors.
The shareholders of New Horse Development, Jingao Industrial and Jiangnan Industrial - Ping An Labor Union, Ping An Securities Labor Union, Ping An Trust Labor Union and Ms. Wang Liping - have signed an equity transfer agreement with strategic investors in relation to their shares in New Horse Development, Jingao Industrial and Jiangnan Industrial. Four strategic investors will purchase the 60% equity interest held by Ping An Securities Labor Union, Ping An Securities Labor Union, Ping An Trust Labor Union and Ms Wang Liping, and the 38.004% equity interest held by Jiangnan Industrial. The equity transfers were determined on the basis of the average closing price of A shares of the Group for the 20 consecutive trading days prior to the signing of the equity transfer agreements. The registration procedures in relation to the equity transfers were also completed.
Following the above equity transfer, Ping An Labor Union still holds 40% equity interests in New Horse Development; Ping An Securities Labor Union and Ping An Trust Labor Union hold 20% equity interests in Jingao Industrial respectively; Ms Wang Liping holds 25.336% equity interests in Jiangnan Industrial. Ping An Labor Union, Ping An Securities Labor Union, Ping An Trust Labor Union and Ms Wang Liping have reached the preliminary intent with the above strategic investors respectively in respect of transfer of their remaining shareholdings. The Company will make further disclosure as may be required in due course.
The representatives of the four strategic investors said that the takeover of the employee shares of Ping An has not only taken into the consideration of the investment value of Ping An's shares, it is also a recognition of the long-term strategy and management team of Ping An. Therefore, they are willing to fulfill the commitments of being Ping An's stakeholders and hold the shares on a long-term basis.
Ping An implemented the employee shareholding program under a pilot scheme in Shenzhen in the 90s. The scheme was intended to motivate employees to contribute to Ping An's growth. About 19,000 employees joined the program, which has since enabled the employees to share in the Company's growth, motivated them to make the Company more competitive and helped retain core employees. In accordance with the laws and regulations at the specified time, Ping An's employees indirectly holds Ping An's share through the investments made by trade unions in New Horse Development. At the time of the A-share listing of Ping An in 2007, the aforementioned employees committed to a three-years lock-up period which ended in 2010.
A spokesperson of Ping An Employees' Rights Management Committee (平安员工权益管理委员会) said the proposed transferal is in line with three major principals: to strictly adhere to relevant laws and regulations; to maintain market stability as much as possible; and to protect the interests of employees under the equity interests holding scheme. Ping An's employees have indirectly invested in the Company for 20 years, and have made significant contributions to Ping An's development. The proposed share disposal was previously announced and this share transferal is consistent with the pledge of the relevant announcements. Furthermore, the new investors intend to be long term investors. All this will have minimal impact on the market and can work towards maintaining the stability of the market stability and protecting the interests of shareholders..
Ping An said the equity interests reduction proposal was forged at an employee equity holders representatives meeting (员工权益人代表大会), which authorized Ping An Employees' Rights Management Committee to exercise relevant powers. Ping An's management has not been involved in the process. With healthy and stable development of each of the Company's businesses, and its integrated financial platform, the management is confident of Ping An's future development.
