report of the auditors - ping an...

PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD. (Registered in the People’s Republic of China)

Financial Statements Prepared in accordance with International Financial Reporting Standards

For the year ended 31 December 2012 together with the auditors’ report

PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.

Contents

Pages

Report of the Directors 1 - 8

Independent Auditors’ Report 9

Audited Financial Statements

Consolidated Income Statement 10

Consolidated Statement of Comprehensive Income 11

Consolidated Statement of Financial Position 12 - 13

Consolidated Statement of Changes in Equity 14 - 15

Consolidated Statement of Cash Flows 16

Statement of Financial Position 17

Notes to Financial Statements 18 - 170


REPORT OF THE DIRECTORS

All members of the Board of Directors present their annual report and the audited consolidated financial statements of the Company and its subsidiaries (the “Group”) for the year ended December 31, 2012.

1. PRINCIPAL ACTIVITIES

The principal activities of the Group comprise the provision of a wide range of financial products and services with a focus on the three core businesses namely, insurance, banking and investment. There were no significant changes in the nature of the Group’s principal activities during the year.

2. MAJOR CUSTOMERS

In the year under review, operating income from the Group’s five largest customers accounted for less than 1% of the total operating income for the year.

None of the Directors of the Company or any of their associates or any shareholders (which, to the best knowledge of the Directors, own more than 5% of the Company’s issued share capital) had any beneficial interest in the Group’s five largest customers.

3. SUMMARY FINANCIAL INFORMATION

A summary of the published results, assets and liabilities of the Group for the last five financial years is set out in “Five-Year Summary”.

4. IMPLEMENTATION OF CASH DIVIDEND POLICY AND PROFIT DISTRIBUTION PROPOSAL DURING THE REPORTING PERIOD

Cash Dividend Policy

According to rule 213 of the Articles of Association, the Company shall attach importance to the reasonable investment returns of investors in terms of its profit distribution. The profit distribution policy of the Company shall maintain its continuity and stability. The accumulated profit to be distributed in cash for any three consecutive years shall not be less than 30% of the average annual distributable profit realized in the three years, provided that the annual distributable profits of the Company (namely profits after tax of the Company after covering the losses and making contributions to the revenue reserve) are positive in value and such distributions are in compliance with the prevailing laws and regulations and the requirements of regulatory authorities for solvency ratio. In determining the specific ratio of distribution of cash dividend, the Company shall take into account its profit, cash flow, solvency and operation and business development requirements. The board of directors of the Company shall be responsible for formulating and implementing a distribution plan according to the provisions of these Articles of Association.

In preparing profit distribution plans, the board of directors of the Company shall listen and absorb views and advice from shareholders (in particular, the minority shareholders), independent directors and independent supervisors through various ways. Independent directors of the Company shall express their independent opinions on the profit distribution plans. When a specific cash dividends distribution plan is put forward for consideration at a general meeting, a variety of channels shall be provided for communication and opinion exchange with shareholders (in particular, the minority shareholders), whose opinions and demands shall be fully heard and prompt response shall be given to any issues the minority shareholders are concerned.

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4. IMPLEMENTATION OF CASH DIVIDEND POLICY AND PROFIT DISTRIBUTION PROPOSAL DURING THE REPORTING PERIOD (continued)

Cash Dividend Policy (continued)

Where adjustment to our profit distribution policy is required due to the applicable national laws and regulations and new rules promulgated by the CSRC regarding profit distribution policies of listed companies or significant changes in the external business environment and/or operating situations of the Company, it shall be done for the purpose of safeguarding the shareholders’ interests and in strict compliance with the decision-making process. To this end, the board of directors of the Company shall work out an adjustment plan based on the operating situations of the Company and the relevant regulations of the CSRC, and then submit the same to the general meeting for consideration and approval. Implementation of the adjustment plan is conditional upon approval by shareholders (including their proxies) holding more than two-thirds of voting rights present at the general meeting.

Implementation of Profit Distribution Proposal

The 2011 annual profit distribution proposal of the Company was considered and passed at the 2011 Annual General Meeting of the Company held on June 27, 2012, the Company will pay in cash the 2011 final dividend of RMB0.25 (tax inclusive) per share, in a total amount of RMB1,979,035,523, based on its total share capital of 7,916,142,092 by the date of the Annual General Meeting. The record date for the distribution of dividends was July 13, 2012. The dividend distribution date was July 27, 2012.

The interim profit distribution proposal for 2012 was considered and passed by the 2nd meeting of the 9th session of the Board of Directors of the Company held on August 23, 2012, the Company will pay in cash the interim dividend of RMB0.15 (tax inclusive) per share for 2012, in a total amount of RMB1,187,421,313.80, based on its total share capital of 7,916,142,092. The Independent Non-executive Directors of the Company had agreed with the distribution proposal unanimously. The record date of A Shares for the distribution of dividends was September 25, 2012, and the record date of H Shares was October 3, 2012. The dividend distribution date was October 22, 2012.

The above profit distribution proposal was in line with the Articles of Association and relevant deliberation procedures and had fully protected the legitimate interests of medium and small investors. The announcement on the resolution of the general meeting and the board meeting were published on China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily on June 28, 2012 and August 24, 2012, respectively. The announcements regarding the distribution of 2011 final dividend and 2012 interim dividend of the Company were published on the websites of SSE and HKEx, and in China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily printed on July 10, 2012 and September 20, 2012, respectively. The implementation of the above-mentioned distribution proposals have been completed.

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5. ANNUAL RESULTS AND PROFIT DISTRIBUTION

The Group’s results in 2012 are set out in the section titled “FINANCIAL STATEMENTS”.

As stated in the 2012 audited financial statements of the Group prepared under CAS, the net profit attributable to shareholders of the parent company was RMB20,050 million and net profit of the parent Company was RMB7,355 million. Pursuant to the Articles of Association and other relevant requirements, the Company shall make appropriation to the statutory surplus reserve fund based on 10% of the net profit of the Company as shown in the financial statements under CAS before determining the profit available for distribution to shareholders. Appropriation to the statutory surplus reserve fund may cease to apply if the balance of the statutory surplus reserve fund reached an amount equal to 50% of the registered capital of the Company. After making the above profit distribution and taking into account the retained profit carried forward from last year, according to the Articles of Association and other relevant requirements, the profit available for distribution to shareholders was RMB26,819 million.

The Company had distributed an interim dividend of RMB0.15 (tax inclusive) per share for 2012, which amounted to a total of RMB1,187,421,313.80. The Company proposes to distribute a final dividend of RMB0.30 (tax inclusive) per share in cash for 2012, which will amount to RMB2,374,842,627.60 based on a total share capital of 7,916,142,092 shares, with the remaining retained profit being carried forward to 2013.

The above proposal will be implemented upon approval at the 2012 Annual General Meeting. The profit distribution proposal is in line with the Articles of Association and relevant deliberation procedures and fully protects the legitimate interests of medium and small investors. The Independent Non-executive Director has made independent opinion to agree with the profit distribution proposal.

The Company has no plan to capitalize from capital reserve and surplus reserve.

Particulars on dividend payouts of the Company over the past three years are set out as follows:

(in RMB million)

Cash dividend issued for each share

during the year (in RMB yuan)

Cash dividend amount

(including tax)(1)

(in RMB million)

Net profitattributable to

shareholders ofthe parent company

(in RMB million) Ratio (%)2011(2) 0.40 3,166 19,475 16.32010(2) 0.55 4,204 17,311 24.32009(2) 0.45 3,395 13,883 24.5

(1) Cash dividends include interim dividend and final dividend of the year.

(2) Profit distribution for each year has been completed during their corresponding years.

3



6. DISTRIBUTABLE RESERVES

As at December 31, 2012, the Company’s reserves available for distribution totalled RMB26,819 million, of which RMB2,375 million has been proposed as a final dividend for the year. The retained profits were carried forward to 2013. In addition, the Company’s capital reserve and surplus reserve fund, in the amount of RMB90,488 million, may be distributed by a future capitalization issue.

7. MANAGEMENT DISCUSSION AND ANALYSIS

For management discussion and analysis, please refer to the section headed “Management Discussion and Analysis”.

8. PARTICULARS ON INVESTMENT DURING THE REPORTING PERIOD

The non-raised fund of the Company mainly comes from its core insurance business. The Company has been strictly following the relevant requirements of CIRC on the application of insurance fund. All investment in relation to insurance fund was conducted in the normal course of operation.

9. EQUITY INVESTMENT DURING THE REPORTING PERIOD

For equity investment during the reporting period, please refer to the section headed “Significant Events”.

10. SHARE CAPITAL

The change in the share capital of the Company in 2012 and the share capital structure of the Company as at December 31, 2012 are set out in “Changes in the Share Capital and Shareholders’ Profile”.

11. RESERVES

Details of movements in the reserves of the Company and the Group during the year are set out in note 33 to the financial statements and in the “Consolidated Statement of Changes in Equity”, respectively.

12. CHARITABLE DONATIONS

Charitable donations made by the Company during 2012 totalled RMB49 million.

13. PROPERTY AND EQUIPMENT AND INVESTMENT PROPERTIES

Details of movements in investment properties and property and equipment of the Group during the year are set out in notes 28 and 29 to the financial statements, respectively.

14. PRE-EMPTIVE RIGHTS

There are no provisions regarding pre-emptive rights under the Company Law of PRC or the Articles of Association, which would oblige the Company to issue new shares to its existing shareholders in proportion to their existing shareholdings.

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15. PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES OF THE COMPANY

Neither the Company, nor any of its subsidiaries, had purchased, sold or redeemed any of the Company’s listed shares during the reporting period.

16. DIRECTORS AND SUPERVISORS

The information about Directors and Supervisors of the Company are set out in “Corporate Governance Report” and “Report of the Supervisory Committee”.

17. BIOGRAPHICAL DETAILS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Biographical details of Directors, Supervisors and Senior Management are set out in “Directors, Supervisors, Senior Management and Employees”.

18. DIRECTORS’ AND SUPERVISORS’ SERVICE CONTRACTS AND REMUNERATION

According to the resolutions of the 25th Meeting of the 7th Session of the Board of Directors and the 2nd Meeting of the 7th Session of the Supervisory Committee of the Company, the Company entered into service contracts with all Directors of the 9th Session of the Board of Directors and all Supervisors of the 7th Session of the Supervisory Committee, respectively in July 2012 and August 2012. Terms, duties, remuneration expenses and confidentiality duties of Directors and Supervisors, and commencement and termination of contracts were specified in the service contracts. As of December 31, 2012, no Directors or Supervisors had a service contract with the Company which was not terminable by the Company within one year without payment of compensation other than statutory compensation.

Details of remuneration of the Directors and Supervisors for the year ended December 31, 2012 are set out in note 49 to the financial statements.

19. DIRECTORS’ AND SUPERVISORS’ INTERESTS IN MATERIAL CONTRACTS

No Directors or Supervisors had a material interest, directly or indirectly, in any contract of significance to the business of the Group to which the Company or any of its subsidiaries was a party during 2012.

20. DIRECTORS’ AND SUPERVISORS’ INTERESTS AND SHORT POSITIONS IN SHARES

Details of Directors’ and Supervisors’ interests and short positions in shares are set out in the section titled “Directors, Supervisors, Senior Management and Employees”.

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21. DIRECTORS’ AND SUPERVISORS’ RIGHTS TO ACQUIRE SHARES

At no time during the year were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any Directors, Supervisors or their respective spouse or minor children, nor were any such rights exercised by them, or was the Company, or any of its subsidiaries a party to any arrangement to enable the Directors or Supervisors to acquire such rights in any other body corporate.

22. DIRECTORS’ AND SUPERVISORS’ INTERESTS IN A COMPETING BUSINESS

During 2012 and up to the date of this annual report, the following person is considered to have interests in a business which competes or is likely to compete, directly or indirectly, with the business of the Group, as defined in the HKEx Listing Rules, as set out below:

Mr. Wong Tung Shun Peter, a former Non-executive Director of the Company, is the Chief Executive of HSBC, a Group Managing Director of HSBC Holdings and a member of the Group Management Board, and a Chairman of HSBC Bank (China) Company Limited which is the largest among foreign banks in mainland China and offers a wide range of banking and financial services by an ever-expanding network. As Ping An Bank, a subsidiary of the Company, is primarily engaged in commercial banking business in the PRC as approved by the CBRC, the authorized banking business of HSBC has, to a certain extent, overlapped and thus may compete with that of Ping An Bank. As at December 7, 2012, Mr. Wong Tong Shun Peter had resigned as a Non-executive Director of the Company, therefore the abovementioned competing business no longer exists.

Save as disclosed, as far as the Directors are aware, none of the Directors and Supervisors had any competing interest in a business, which competes or is likely to compete, either directly or indirectly, with the Group’s business.

23. BOARD COMMITTEES

The Company has established a Strategy and Investment Committee, an Audit and Risk Management Committee, a Remuneration Committee and a Nomination Committee. For details regarding these Board committees, please see the relevant sections in the “Corporate Governance Report”.

24. SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

For details regarding substantial shareholders’ and other persons’ interests and short positions in shares and underlying shares, please refer to section entitled “Changes in the Share Capital and Shareholders’ Profile”.

6



25. CONTINUING CONNECTED TRANSACTIONS

For details regarding continuing connected transactions, please refer to section entitled “Significant Events”.

26. POST BALANCE SHEET EVENTS

Details of the significant post balance sheet events of the Group are set out in note 55 to the financial statements.

27. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE CONTAINED IN APPENDIX 14 TO THE LISTING RULES

None of the Directors of the Company is aware of any information that would reasonably indicate that the Company did not meet the applicable Code Provisions set out in the former Corporate Governance Code for any part of the period from January 1, 2012 to March 31, 2012 and the applicable Code Provisions set out in the revised Corporate Governance Code for any part of the period from April 1, 2012 to December 31, 2012, except that Mr. Ma Mingzhe has occupied the positions of both the Chairman of the Board of Directors and Chief Executive Officer of the Company, and some Non-executive Directors (including Independent Non-executive Directors) failed to attend certain general meetings. Further details of the Company’s arrangements and considered reasons for the Company’s intention not to separate the roles of the Chairman of the Board of Directors and the Chief Executive Officer of the Company are set out under the section headed “Corporate Governance Report”. Details regarding attendance of the Directors of the Company at general meetings during the year are set out under “Shareholders and General Meeting” in “Corporate Governance Report”.

28. ESTABLISHMENT AND IMPLEMENTATION OF THE ADMINISTRATION SYSTEM FOR INSIDER INFORMATION AND REGISTRATION

Details of the establishment and implementation of the administration system for insider information and registration are set out in “Establishment and Perfection of Corporate Governance System” to “Corporate Governance Report”.

29. AUDITORS

According to the resolutions of the 2011 Annual General Meeting of the Company, the Company re-appointed Ernst & Young Hua Ming LLP as the PRC auditors of the Company for financial statements prepared in accordance with PRC Accounting Standards and Ernst & Young as the international auditors of the Company for financial statements prepared in accordance with International Financial Reporting Standards (hereinafter refer to “Ernst & Young”), and appointed Ernst & Young as the auditors of the company for internal control in 2012. As of the end of the reporting period, Ernst & Young has been providing audit services to the Company for eleven consecutive years.

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30. SUFFICIENCY OF PUBLIC FLOAT

Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the latest practicable date prior to the issue of this annual report, being March 14, 2013, at all times during the year ended December 31, 2012, not less than 20% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands.

By order of the Board of Directors

Ma MingzheChairman and Chief Executive Officer

Shenzhen, PRC March 14, 2013

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INDEPENDENT AUDITORS’ REPORT

To the shareholders of Ping An Insurance (Group) Company of China, Ltd. (Registered in the People’s Republic of China with limited liability)

We have audited the consolidated financial statements of Ping An Insurance (Group) Company of China, Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages 10 to 170, which comprise the consolidated and company statements of financial position as at 31 December 2012 and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Directors’ responsibility for the consolidated financial statements

The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2012, and of the Group’s profit and cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

Certified Public Accountants

Hong Kong14 March 2013

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CONSOLIDATED INCOME STATEMENTFor the year ended 31 December 2012

(in RMB million) Notes 201 2 201 1

Gross written premiums and policy fees 7 233,940 207,802Less: Premiums ceded to reinsurers (12,851 ) (10,970 )

Net written premiums and policy fees 7 221,089 196,832Change in unearned premium reserves (7,945 ) (10,170 )

Net earned premiums 213,144 186,662Reinsurance commission income 4,529 3,656Interest income from banking operations 8 74,852 39,314Fees and commission income from non-insurance

operations 9 10,891 8,614Investment income 10 27,378 29,265Share of profits and losses of associates and

jointly controlled entities (46) 1,068Other income 11 8,445 3,665

Total income 339,193 272,244

Claims and policyholders’ benefits 12 (165,994) (145,764)Commission expenses on insurance operations (20,437) (17,767)Interest expenses on banking operations 8 (40,351) (20,432)Fees and commission expenses on non-insurance

operations 9 (1,455) (1,050)Loan loss provisions, net of reversals 13, 23 (3,048) (1,704)Foreign exchange gains/(losses) 255 (434)General and administrative expenses (68,477) (50,575)Finance costs (1,758) (1,254)Other expenses (5,590 ) (3,238 )

Total expenses (306,855 ) (242,218 )

Profit before tax 13 32,338 30,026Income tax 14 (5,588 ) (7,444 )

Profit for the year 26,750 22,582

Attributable to:- Owners of the parent 20,050 19,475- Non-controlling interests 6,700 3,107

26,750 22,582

RMB RMB

Earnings per share attributable to ordinary equity holders of the parent:- Basic 17 2.53 2.50- Diluted 17 2 .53 2 . 50

Details of the dividends proposed for the year are disclosed in Note 16 to the financial statements.

10


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the year ended 31 December 2012

(in RMB million) Note 201 2 201 1

Profit for the year 26,750 22,582

Other comprehensive incomeAvailable-for-sale financial assets 19,573 (18,638) Shadow accounting adjustments (3,426) 2,153 Exchange differences on translation of foreign

operations (29) 78Share of other comprehensive income of

associates and jointly controlled entities (39) 103Income tax relating to components of other

comprehensive income (4,006 ) 4,040

Other comprehensive income for the year, net of tax 15 12,073 (12,264 )

Total comprehensive income for the year 38,823 10,318

Attributable to:- Owners of the parent 32,389 6,976- Non-controlling interests 6,434 3,342

38,823 10, 318

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CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2012

(in RMB million) Notes31 December

201 2 31 December

201 1

Assets

Balances with the Central Bank and statutory deposits 18 227,072 168,366

Cash and amounts due from banks and other financial institutions 19 451,414 261,006

Fixed maturity investments 20 1,109,248 772,353Equity investments 21 126,124 116,985Derivative financial assets 22 972 818Loans and advances to customers 23 709,402 611,731Investments in associates and jointly controlled

entities 24 9,960 11,837Premium receivables 25 18,756 12,089Accounts receivable 26 8,979 170,727Inventories 1,119 106Reinsurers’ share of insurance liabilities 27 9,341 7,892Policyholder account assets in respect of

insurance contracts 32,417 33,460Policyholder account assets in respect of

investment contracts 3,824 3,992Investment properties 28 14,850 9,076Property and equipment 29 17,539 16,027Intangible assets 30 37,536 33,584Deferred tax assets 41 10,680 13,383Other assets 31 55,033 4 1, 992

Total assets 2,844,266 2,28 5 ,424

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)As at 31 December 2012


201 2 31 December

201 1

Equity and liabilities

EquityShare capital 32 7,916 7,916Reserves 33 91,271 79,405Retained profits 33 60,430 43,546

Including: Proposed final dividend 16 2,375 1,979

Equity attributable to owners of the parent 159,617 130,867Non-controlling interests 50,032 40,475

Total equity 209,649 171,342

LiabilitiesDue to banks and other financial institutions 34 420,315 195,695Assets sold under agreements to repurchase 35 154,977 99,734Other financial liabilities held for trading 1,722 -Derivative financial liabilities 22 952 732Customer deposits and payables to brokerage

customers 36 986,936 836,049Accounts payable 37 3,615 70,639Insurance payables 38,293 27,974Insurance contract liabilities 38 882,593 758,404Investment contract liabilities for policyholders 39 34,669 32,811Policyholder dividend payable 21,681 17,979Income tax payable 2,352 4,370Bonds payable 40 38,793 26,633Deferred tax liabilities 41 5,599 4,612Other liabilities 42 42, 120 38,45 0

Total liabilities 2,634,617 2,114,082

Total equity and liabilities 2,844,266 2,285,424

Director Director Director

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2012

2012 Equity attributable to owners of the parent

Reserves

(in RMB million)Share

capital Share

p remium

Available-for-salefinancial

assets

Shadowaccounting

a djustments

Other capital

reserves Surplus

reserve fund s General

reserve s

Exchangedifferences

on translationof foreign

o peration s Retained profits

Non-controlling

interests Total equity

As at 1 January 2012 7,916 83,506 (14,412) 2,673 132 6,982 395 129 43,546 40,475 171,342

Profit for the year - - - - - - - - 20,050 6,700 26,750Other comprehensive

income for the year - - 14,945 (2,558 ) (19 ) - - (29 ) - ( 266 ) 12,073 Total comprehensive

income for the year - - 14,945 (2,558 ) (19 ) - - (29 ) 20,050 6,434 38,823

Dividend declared - - - - - - - - (3,166) - (3,166)Dividend paid to non-controlling interests - - - - - - - - - (512) (512)

Acquisitions of subsidiaries - - - - - - - - - 4,312 4,312

Disposals of subsidiaries - - - - - - - - - (1,006) (1,006)Equity transactions with

non-controlling interests - - - - (601) - - - - (105) (706)Others - - - - 128 - - - - 434 562

As at 31 December 2012 7,916 83,506 533 115 (360 ) 6,982 395 100 60,430 50,032 209,649

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)For the year ended 31 December 2012

2011 Equity attributable to owners of the parent

Reserves

(in RMB million)Share

capital Share

p remium

Available-for-salefinancial

assets

Shadowaccounting

a djustments

Other capital

reserves Surplus

reserve fund s General

reserve s

Exchangedifferences

on translationof foreign

o peration s Retained profits

Non-controlling

interests Total equity

As at 1 January 2011 7,644 67,644 (175) 1,066 107 6,689 395 51 28,609 4,853 116,883

Profit for the year - - - - - - - - 19,475 3,107 22,582Other comprehensive

income for the year - - (14,237 ) 1,607 53 - - 78 - 235 (12,264 )Total comprehensive

income for the year - - (14,237 ) 1, 607 53 - - 78 19,475 3,342 10,318

Appropriations to surplus reserve funds - - - - - 293 - - (293) - -

Dividend declared - - - - - - - - (4,245) - (4,245)Dividend paid to non-controlling interests - - - - - - - - - (366) (366)

Issue of capital 272 15,862 - - - - - - - - 16,134Acquisitions of

subsidiaries - - - - - - - - - 32,440 32,440Others - - - - (28 ) - - - - 206 178

As at 31 December 2011 7,916 83,506 (14,4 12 ) 2, 673 132 6,982 395 129 43,546 40,475 171,342

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STATEMENT OF FINANCIAL POSITIONAs at 31 December 2012

(in RMB million) Notes 201 2 20 11

Net cash flows from operating activities 47 280,897 75,3 48

Cash flows from investing activities

Purchases of investment properties, property and equipment, and intangible assets (8,362) (5,393)

Proceeds from disposal of investment properties, property and equipment, and intangible assets 162 178

Purchases of investments, net (167,030) (113,853)Term deposits placed, net (58,964) (21,819)Acquisition of non-controlling interests in

subsidiaries (2,575) -Acquisition of subsidiaries (2,538) 81,238Disposal of subsidiaries 1,211 254Interest received 43,221 28,017Dividends received 4,672 4,428Rentals received 816 687Others (4,4 53 ) (5, 846 )

Net cash flows used in investing activities (193,840 ) (32,109 )

Cash flows from financing activities

Proceeds from shares issued - 16,134Capital injected into subsidiaries by non-controlling

interests 551 219Proceeds from bonds issued 11,998 5,991Increase/(decrease) in assets sold under

agreements to repurchase, net 45,555 (28,580)Proceeds from borrowed funds 4,051 3,347Repayment of borrowed funds (4,734) (2,836)Interest paid (4,304) (3,368)Dividends paid (3,596 ) (4,246 )

Net cash flows from financing activities 49,521 (13,339 )

Net increase in cash and cash equivalents 136,578 29,900

Net foreign exchange differences (173) (357)

Cash and cash equivalents at beginning of the year 110,481 80,938

Cash and cash equivalents at end of the year 46 246,886 110,481

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STATEMENT OF FINANCIAL POSITIONAs at 31 December 2012


201 2 31 December

201 1

Assets

Cash and amounts due from banks and other financial institutions 15,507 13,726

Fixed maturity investments 3,724 2,622Equity investments 1,372 766Investments in subsidiaries 5 109,856 109,619Property and equipment 43 71Other assets 1,260 169

Total assets 131,762 126,973

Equity and liabilities

EquityShare capital 32 7,916 7,916Reserves 33 90,807 90,667Retained profits 33 26,819 22,630

Total equity 125,54 2 121,213

LiabilitiesDue to banks and other financial institutions 5,430 5,230Assets sold under agreements to repurchase 200 -Other liabilities 59 0 530

Total liabilities 6,22 0 5,760

Total equity and liabilities 131,762 126,973

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