FACTBOX-Ping An, China's No.2 insurer, plans huge issue

SHANGHAI, March 5 (Reuters) - Shareholders of Ping An
Insurance (Group) Co (601318.SS: Quote, Profile, Research, Stock Buzz)(2318.HK: Quote, Profile, Research, Stock Buzz), China's second-biggest
insurer, were due to vote later on Wednesday on a planned $17
billion stock and bond issue that could be the world's
sixth-largest ever fund-raising.

Following are key facts about Ping An and its offer.

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THE OFFER

* Ping An announced on Jan. 21 it would issue up to 1.2
billion additional local-currency A shares, or 16 percent of its
current share capital, plus 41.2 billion yuan worth of
convertible bonds with warrants.

* Ping An said it would price the new A-shares at no less
than the stock's average market price over the 20 trading days
before the offer prospectus is released, or no less than the
average price on the previous days.

* At Tuesday's market close of 67.1 yuan, the whole offer
could raise as much as 122 billion yuan ($17 billion), making it
several times the size of China's biggest equity refinancing so
far. Trading in Ping An shares was suspended on Wednesday as the
company convened a shareholders' meeting.

* To move ahead with the offer, Ping An needs two-thirds
approval from holders of domestic A shares, holders of its Hong
Kong-listed shares, and all holders combined.

THE COMPANY

* Ping An posted an insurance premium income of 101 billion
yuan in 2007, lagging bigger rival China Life's (601628.SS: Quote, Profile, Research, Stock Buzz)
(2628.HK: Quote, Profile, Research, Stock Buzz) (LFC.N: Quote, Profile, Research, Stock Buzz) 197 billion yuan, but beating the 74 billion
yuan at third-ranked China Pacific (601601.SS: Quote, Profile, Research, Stock Buzz).

* Ping An has about 20 percent share of the domestic
insurance market, which is dominated by China Life with nearly
half the total. China Pacific has about 10 percent.

* Ping An has been listed on the Shanghai Stock Exchange
since March 2007 and in Hong Kong since June 2004. China Life is
listed in Shanghai, Hong Kong and New York, while China Pacific
is listed only in Shanghai but has applied for a Hong Kong
listing.

* Ping An's shareholding structure of its total 7.345 billion
outstanding shares is as follows:

SHAREHOLDERS (STAKE IN PCT)

HSBC Insurance Holdings Ltd. * 8.43

Hong Kong and Shanghai Banking Corp. * 8.34

Shenzhen Investment Holdings Co. 7.40

Shenzhen New Horse Investment Development ** 5.30

Yuan Trust Investment Co. 5.17

Shenzhen Jingao Industrial Development ** 4.51

Shenzhen Jiangnan Investment Development ** 1.89

Other shareholders *** 43.30

Public A-share holders 15.66

Total 100.00

Notes:

* The two units of HSBC Holdings Plc owned a combined 16.77
percent of Ping An, by far the biggest single shareholder,
accounting for 48 percent of Ping An's Hong Kong-listed H shares,
but holding no A-shares.

** Ping An has absolute control of these three companies,
owned by senior officials and staff. The three account for about
12 percent of the whole company and 17 percent of Shanghai-listed
A shares.

*** Most of the about 50 companies in this category are
long-term institutional investors, which built their positions
long before Ping An's A share listing. About half of them are
based in the booming southern Chinese city of Shenzhen, where
Ping An has its headquarters and where it is one of the biggest
companies.

Sources: Company statements and China Insurance Regulatory
Commission data.
($1=7.11 Yuan)
(Reporting by Lu Jianxin, editing by Ian Geoghegan)