09:18 BP-PINAN@EC0504<04591> - Last Day of Dealings Market participants are requested to note that dealings in the 2005 European Style (Cash Settled) Call Warrants relating to existing issued ordinary H shares of RMB1.00 each of Ping An Insurance (Group) Company of China, Ltd. issued by BNP Paribas Arbitrage Issuance B.V. (stock code: 4591) will cease after the close of business on Friday, 15/04/2005 and listing of which will be withdrawn after the close of business on Thursday, 21/04/2005. 37.57% 1,025,697,100 100.00% 1,055,697,100 100.00% 1,205,697,100 100.00% 1,257,697,100 100.00% Notes: 1. Out of the 19,560,000 Shares, 4,770,000 Shares, 7,040,000 Shares and 2,500,000 Shares are owned by Mr. Chan, Mr. Kwong Cheung Tim, Jimmy and Mr. Chow Ho Tung, Anthony respectively. Mr. Chan, Mr. Kwong Cheung Tim, Jimmy and Mr. Chow Ho Tung, Anthony are executive Directors. The remaining 5,250,000 Shares are owned by Mr. Cheng Kin Chow, Tony, an independent non-executive Director. 2. Sky Bright International Development Limited is wholly-owned by Ms. Wong King King, an executive Director and vice-chairman of the Company. 3. CITIC Group is interested in 53% of the issued share capital of CITIC International Financial Holdings Limited. CITIC International Financial Holdings Limited is interested in 100% of CITIC International Assets Management Limited ("CIAM") and 50% of CITIC Capital Markets Holdings Limited. CITIC Pacific Limited is interested in 100% of the issued share capital of Golden Gateway Enterprises Inc., which is in turn interested in 100% of Forever Glory Holdings Ltd.. Forever Glory Holdings Ltd. is interested in 50% of CITIC Capital Markets Holdings Limited. CITIC Capital Markets Holdings Limited is interested in 100% of CITIC Capital Investment Holdings Limited ("CCIH"). 4. The Placing has already been completed. 5. The Company is in the process of preparing the relevant circular and the Subscription has not been completed as at the date of this announcement. 6. As at the date this announcement, the Company has 72,630,000 options granted under its share option scheme and HK$20,000,000 Convertible Notes which are convertible into 66,666,666 Shares at the conversion price of HK$0.3 per Share, subject to adjustment in the event of consolidation or subdivision of the Shares. LOAN TO THE JV COMPANY The Group has agreed to provide a short term loan of HK$4 million to the JV Company to fund the JV Company's working capital. The Loan has a term of one year and is unsecured and interest-free. For the avoidance of doubt, the provision of the Loan is agreed separately between the Group and the JV Company, it is not part of the terms of the S&P Agreement and is not conditional on the completion of the Acquisition. Save for the Loan, the Group does not have any other capital commitment nor has it provided or agreed to provide any guarantee or indemnity in relation to the JV Company. The Group intends to finance the Loan from its internal resources. Since the JV Company is a 39% owned associated company of the Company and will become its 90% owned indirect subsidiary upon Completion, the Directors consider that the provision of the Loan is fair and reasonable and is in the interest of the Company and the Shareholders as a whole. GENERAL The Acquisition, aggregated with the former acquisition of 39% interest in the JV Company in 2004, and the granting of the New Options constitute a major transaction for the Company under the Listing Rules which are subject to approval by the Shareholders. In view of the shareholding interest of Mr. Hon in CCPH and that Mr. Hon and Mr. Chan are executive directors of CCPH, Mr. Hon, Mr. Chan, Aimstar and their respective associates will abstain from voting in respect of the resolution approving the Acquisition in the EGM. Sky Bright International Limited has also indicated that it shall abstain from voting in respect of the resolution approving the Acquisition in the EGM. A circular containing the details of the Acquisition, the New Options and the notice of the EGM will be despatched to the Shareholders as soon as practicable. RESUMPTION OF TRADING Trading in the Shares has been suspended since 9:48 a.m. on 23 March 2005 pending the release of an announcement relating to the placement of new Shares and subscription of new Shares by connected persons which was published on 1 April 2005; but trading in the Shares has remained suspended pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading of