证券代码：601318 证券简称：中国平安 公告编号：临 2024-041 本公司第十一届监事会第二次会议（以下简称"会议"）通知于 2024 年 7 月 12 日发出，会议于 2024 年 7 月 18 日以书面传签方式召开。会议应参与投票监 事 5 人，实际参与投票监事 5 人，会议有效行使表决权票数 5 票。会议的召集、 召开程序符合《中华人民共和国公司法》和《中国平安保险（集团）股份有限公 司章程》的相关规定，会议合法、有效。 会议审议通过了如下议案： 一、审议通过了《关于审议〈郭晓涛先生联席首席执行官、副总经理职务 任中审计报告〉的议案》 中国平安保险（集团）股份有限公司 第十一届监事会第二次会议决议公告 中国平安保险（集团）股份有限公司（以下简称"本公司"或"公司"）监事会及全 体监事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其 内容的真实性、准确性和完整性承担法律责任。 表决结果：赞成 5 票、反对 0 票、弃权 0 票 特此公告。 中国平安保险（集团）股份有限公司监事会 2024 年 7 月 18 日 表决结果：赞成 5 票、反对 0 票、弃权 0 票 二、审议通过了《关于 ...

截至本核查意见出具日，公司回购专用证券账户中的A股股份为102,592,612 股。 根据《公司法》《证券法》《回购规则》《回购股份指引》等相关法律法规、 规范性文件以及《公司章程》的规定，上述公司回购的股份不参与利润分配。因 此，公司 2023 年末期权益分派实施差异化分红。 二、本次差异化分红的方案 平安证券股份有限公司 关于中国平安保险（集团）股份有限公司 差异化分红事项的核查意见 平安证券股份有限公司（以下简称"平安证券"）作为中国平安保险（集团） 股份有限公司（以下简称"中国平安"或"公司"）2023 年末期利润分配所涉及 差异化分红事项的财务顾问，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股份回购 规则》（以下简称"《回购规则》"）、《上海证券交易所上市公司自律监管指引第 7 号——回购股份》（以下简称"《回购股份指引》"）、《上海证券交易所股票上市规 则》（以下简称"《上市规则》"）以及《中国平安保险（集团）股份有限公司章程》 （以下简称"《公司章程》"）等相关法律、法规及规范性文件的规定，对中国平 安 2023 年末 ...

Investment Rating - The report maintains a "Buy" rating for the company [3][4]. Core Views - The company plans to issue USD 3.5 billion convertible bonds at an interest rate of 0.875%, which is expected to enhance its capital adequacy [3]. - The initial conversion price for the bonds is set at HKD 43.71 per share, representing a 27.4% upside from the closing price on July 17 [3]. - The issuance of convertible bonds will support business development, capital replenishment, and the company's healthcare and elderly care strategic layout [3]. - The company intends to cancel 103 million A-shares repurchased for employee stock ownership plans, which will reduce the total share capital and mitigate concerns regarding the dilution effect of the convertible bonds [4]. Summary by Sections Market Data - Closing price: CNY 42.29, with a 1-year high/low of CNY 53.85/CNY 37.62 [2]. - Market capitalization: CNY 455,153 million [2]. Financial Projections - Expected revenue growth rates: 8.6% in 2024, 8.9% in 2025, and 7.7% in 2026 [5]. - Projected net profit for 2024 is CNY 130,345 million, with a year-on-year growth of 52.2% [5]. - Earnings per share (EPS) for 2024 is estimated at CNY 6.07 [5]. Capital Adequacy - As of Q1 2024, the solvency ratios for the group and its main subsidiaries are significantly above regulatory requirements, with the comprehensive solvency ratio at 208.03% [3]. Shareholder Returns - The cancellation of repurchased shares is expected to enhance earnings per share (EPS) and enterprise value per share (EVPS) for 2024 [4].

Summary of the Conference Call on China Ping An Company Overview - **Company**: China Ping An - **Founded**: 1988 in Shekou, China - **Years in Operation**: 36 years - **Global Ranking**: Ranked 33rd in the Fortune Global 500 in 2023 [7] Key Financial Metrics - **Total Assets**: Approximately 12 trillion CNY, the largest among global insurance groups [6] - **Annual Compound Growth Rate of Total Assets**: 23.8% since 2004 [7] - **Annual Compound Growth Rate of Dividends**: 11.3% [7] - **Tax Contribution**: Over 100 billion CNY in 2023, with a compound growth rate of 21.9% [7] - **Operating Profit Growth Rate**: 7.1% [7] Business Segments - **Insurance**: - Second largest life insurance company in China, following China Life [10] - Second largest property insurance company, following PICC [10] - First specialized pension institution in China [10] - First batch of specialized health insurance companies in the industry [10] - **Banking**: - Ping An Bank ranks among the top three in retail banking metrics such as credit card issuance and consumption balance [11] - **Asset Management**: Includes asset management, trust, securities, and funds [10] Industry Context - **Aging Population**: China is expected to enter a deep aging society by 2035, with over 30% of the population being elderly [12] - **Pension System**: The personal pension system is currently underdeveloped, with only 2% market penetration, indicating significant growth potential [17] Strategic Focus - **Healthcare and Pension Services**: The company is actively expanding its services in healthcare and pension management, which are seen as key growth areas [12][25] - **Digital Transformation**: Emphasis on improving operational efficiency and customer service through digital technologies [26][28] New Business Value Contribution - **Healthcare and Pension Contribution**: In 2023, 37% of new business value came from healthcare services and 36% from pension services, a significant increase from single-digit contributions three years ago [24] Investment Opportunities - **Personal Pension Growth**: The potential for growth in the personal pension market is substantial, with projections of an increase from 106 billion CNY to approximately 2.9 trillion CNY by 2032 [19] Challenges - **Investment Yield Decline**: The investment yield for insurance companies has decreased from 7% to 2.52% in recent years, indicating pressure on the asset side [22] Conclusion - **Vision**: China Ping An aims to become a leading international provider of integrated financial and healthcare services, creating sustainable value for customers, employees, and shareholders [14]

Financial Data and Key Metrics Changes - The total assets of the company reached approximately 12 trillion, ranking first among global insurance groups [5] - The annual compound growth rate of total assets since 2004 is 23.8%, while the annual compound growth rate of dividends is 11.3% [6] - The company ranked 33rd in the Fortune Global 500, with a scale operating profit showing an annual compound growth rate of 7.1% [6] Business Line Data and Key Metrics Changes - The company is the second-largest life insurance company in China, following China Life, and the second-largest property insurance company, following PICC [10] - The company is the first professional pension institution in China, with its pension asset scale and customer base ranking second in the industry [10] - In the health insurance sector, the company is one of the first established professional health insurance companies, also ranking second in the industry [10] Market Data and Key Metrics Changes - The company is actively expanding in the healthcare and pension sectors, anticipating that by 2035, over 30% of the population will be elderly, creating significant market opportunities [12] - The company has seen a substantial contribution to new business value from healthcare and pension services, with 73% of new business value in 2023 coming from these areas [23] Company Strategy and Development Direction - The company aims to provide a one-stop service for comprehensive financial and healthcare solutions, focusing on financial advisory, family doctor services, and elderly care [13] - The strategic focus is on integrating finance with technology and healthcare, enhancing service capabilities through technological advancements [7][12] Management's Comments on Operating Environment and Future Outlook - The management expressed optimism about the recovery of the insurance industry, expecting significant improvements in performance this year [15] - The management highlighted the importance of digital transformation in improving operational efficiency and customer service [26][28] Other Important Information - The company has a comprehensive financial service structure, including life insurance, property insurance, pension insurance, health insurance, banking, and asset management [8] - The company has been recognized for its brand value by international rating agencies, indicating strong market positioning [5] Q&A Session Summary Question: What specific cases or products does the company have to meet customer needs in the financial and healthcare sectors? - The company reported that 37% of new business value in the past year came from healthcare services, and 36% from pension services, indicating a significant shift towards these areas [23] Question: What achievements has the company made in digital transformation? - The company highlighted that 90% of life insurance claims are processed within one day, showcasing high efficiency in claims processing [28]

Investment Rating - The report maintains a BUY rating for Ping An with a target price of HK$52.00, implying a potential upside of 52.5% from the current price of HK$34.10 [5][4]. Core Insights - The issuance of US$3.5 billion convertible bonds is expected to have a limited dilutive impact of approximately 3.43% on existing shares, with the initial conversion price set at HK$43.71, representing a premium of 21.2% over the closing price on July 15, 2024 [4][20]. - The potential use of proceeds from the convertible bonds is aimed at boosting the core solvency ratio of Ping An Life, which is projected to rise by 6.4 percentage points to 125.2% in 1Q24, assuming all proceeds are injected into the business [4][29]. - The stock is currently trading at FY24E 0.48x P/EV and 0.70x P/B, with an expected dividend yield of 8.0% and FY24E ROE at 13.2% [4][17]. Financial Summary - For FY24E, the net profit is estimated at RMB 154.021 billion, with an EPS of RMB 7.18, reflecting a growth trajectory from previous years [17][24]. - The core solvency ratio for Ping An Life was reported at 118.8% in 1Q24, which is above the industry average of 113.5% [4][29]. - The comprehensive solvency ratio for Ping An P&C is projected to be 199.1% in 1Q24, indicating strong financial health [9][4]. Share Capital and Structure - Following the full conversion of the bonds, the total number of H-shares will increase to approximately 8.07 billion, accounting for 42.9% of the enlarged share capital [4][20]. - The report also notes the cancellation of 102.6 million A-shares, which will partially offset the dilutive effect of the convertible bonds and increase the H-share proportion to 43.1% [4][20]. Valuation Metrics - The report highlights a projected dividend yield of 8.0% for FY24E, with a consistent increase in dividend payouts expected over the next few years [17][35]. - The P/B ratio is expected to decrease to 0.63x by FY25E, indicating a potential undervaluation of the stock [40][17].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of HK$52.00, implying a 52.5% upside from the current price of HK$34.10 [2][4]. Core Insights - The company announced the issuance of US$3.5 billion in convertible bonds (CB) with a conversion premium of 21.2%, which is expected to have a limited dilution effect of approximately 3.43% on existing shares [5][12][23]. - The financing is anticipated to support the core subsidiary, Ping An Life, with a relatively low cost of capital, enhancing its solvency ratios [5][15]. - The estimated core solvency ratio for Ping An Life is projected to increase by 6.4 percentage points to 125.2% following the capital injection from the CB issuance [5][26]. Financial Summary - The company’s projected net profit for FY24E is estimated at RMB 154.021 billion, with an EPS of RMB 7.18 [5][46]. - The dividend per share (DPS) is expected to be HK$2.53 for FY24E, reflecting a dividend yield of 8.0% [5][46]. - The return on equity (ROE) is projected to be 13.2% for FY24E, indicating a positive trend in profitability [5][46]. Valuation Metrics - The stock is currently trading at a price-to-earnings (P/E) ratio of 0.48x for FY24E and a price-to-embedded value (P/EV) of 1.0x [2][46]. - The estimated net asset return rate is 13.2% for FY24E, which is favorable compared to industry averages [5][46]. Market Performance - The stock has experienced a decline of 5.41% following the CB announcement, but this is viewed as a short-term fluctuation [2][6]. - The company’s market capitalization is approximately HK$620.961 billion, with a 52-week high of HK$56.25 and a low of HK$29.80 [9].

Investment Rating - The investment rating for the company is "Buy" with a target price of HKD 69.00 for 2318 HK and RMB 70.00 for 601318 CH [2][5]. Core Views - The company plans to issue USD 3.5 billion in H-share convertible bonds, which is approximately 2.0% of its net assets as of Q1 2024. This financing is aimed at business development, capital replenishment, and supporting healthcare and elderly care services [5][6]. - The issuance of convertible bonds is seen as a low-cost financing strategy during a period of stock price weakness, which will enhance capital reserves [5][6]. - The report anticipates a 4.2% year-on-year growth in net profit for 1H24, with operating profit expected to grow by 1.5% [6]. - The estimated new business value (NBV) for the life insurance segment is projected to grow by 7% year-on-year for 1H24, while the property insurance segment is expected to have a combined cost ratio of 99.3% [6][8]. Summary by Sections Financial Data - The closing price as of July 16 was HKD 34.10 for 2318 HK and RMB 41.19 for 601318 CH. The market capitalization is approximately HKD 620.97 billion and RMB 750.08 billion respectively [5]. - The average daily trading volume over the past six months is HKD 1.68 billion for 2318 HK and RMB 2.32 billion for 601318 CH [5]. Earnings Forecast - The projected gross premium income for 2024 is RMB 574.11 billion, with a year-on-year growth of 7.02% [5]. - Total investment income is expected to reach RMB 115.16 billion in 2024, reflecting a significant increase of 245.59% compared to the previous year [5]. - The earnings per share (EPS) for 2024 is estimated at RMB 7.03, with a dividend per share (DPS) of RMB 2.44 [5]. Valuation - The report utilizes a three-stage DCF valuation method, with a target price based on the average of intrinsic value and book value methods, maintaining the target price at RMB 70 and HKD 69 [8]. - The estimated return on equity (ROE) for 2024 is projected at 13%, an improvement from 9.7% in 2023 [6][8].

Investment Rating - The report maintains a "Buy" rating for both A and H shares of the company [5]. Core Views - The company plans to issue convertible bonds worth $3.5 billion, maturing in 2029, with a coupon rate of 0.875%, which will only convert into H shares [3][4]. - The issuance of convertible bonds is expected to enhance the company's solvency ratio under the new solvency regulations, thereby reducing capital pressure for strategic development [3]. - The company aims to strengthen its competitive advantage in integrated financial services and healthcare, with a significant portion of new business value (NBV) coming from clients utilizing healthcare services [3]. - Earnings per share (EPS) forecasts for 2024, 2025, and 2026 are projected at CNY 5.13, CNY 5.77, and CNY 6.35 respectively, with a reasonable valuation of CNY 56.5 per A share and HKD 52.6 per H share [3][5]. Financial Summary - The company reported a net profit of CNY 85.665 billion for 2023, with a projected increase to CNY 93.374 billion in 2024, reflecting a growth rate of 9% [4]. - The embedded value for 2024 is estimated at CNY 1,474.273 million, indicating a growth rate of 6.05% compared to 2023 [4]. - The company's return on equity (ROE) is expected to improve from 9.53% in 2023 to 10.02% in 2024 [4].

Investment Rating - The investment rating for Ping An Insurance (601318) is "Buy" (maintained) [1] Core Views - The issuance of H-share convertible bonds is expected to have a limited dilution impact, and the increased dividend capacity can offset negative effects [1][4] - The company plans to use the net proceeds from the convertible bond issuance to support its future financial core business development needs and to enhance its capital requirements [3][4] - The issuance is also aimed at supporting the company's new strategies in healthcare and elderly care [3] Financial Projections and Valuation - The forecasted net profit attributable to shareholders for 2024-2026 is projected to be CNY 120.38 billion, CNY 154.12 billion, and CNY 162.21 billion, with year-on-year growth rates of 40.5%, 28.0%, and 5.2% respectively [2][4] - The company's embedded value per share is expected to increase from CNY 76.34 in 2023 to CNY 83.19 in 2024 [2] - The P/EV ratio is projected to be 0.55 in 2024, indicating a favorable valuation [2] Convertible Bond Details - The convertible bond issuance is set at USD 3.5 billion, with a coupon rate of 0.875% and a maturity date of July 22, 2029 [3][9] - The conversion price is set at HKD 43.71, representing a premium of approximately 21.2% over the closing price on the announcement date [3][9] - If fully converted, the bonds would result in approximately 625 million new shares, accounting for about 8.39% of the existing H-share capital [4][9] Capital Adequacy Impact - The issuance is expected to enhance the comprehensive solvency ratio by 3.1 percentage points, increasing it from 208.03% to 211.1% [4][9] - The solvency ratios for various segments of the company remain stable and above regulatory requirements [4] Market Data - The closing price of Ping An Insurance is CNY 42.53, with a market capitalization of CNY 774.48 billion [6][7] - The price-to-book ratio is 0.86, indicating a potential undervaluation [6]