Commission File Number 001-31914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
April 25, 2012
China Life Insurance Company Limited
(Translation of registrants name into English)
16 Financial Street
Xicheng District
Beijing 100033, China
Tel: (86-10) 6363-3333
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Commission File Number 001-31914
On April 25, 2012, China Life Insurance Company Limited issued two announcements in Chinese, English translation of which are attached as Exhibit 99.1 and Exhibit 99.2 hereto.
EXHIBIT LIST
Exhibit | Description | |
99.1 | English translation of the announcement, dated April 25, 2012 | |
99.2 | English translation of the announcement, dated April 25, 2012 |
Commission File Number 001-31914
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
China Life Insurance Company Limited | ||||
(Registrant) | ||||
By: | /s/ Wan Feng | |||
(Signature) | ||||
April 25, 2012 | Name: Title: |
Wan Feng President and Executive Director |
Commission File Number 001-31914
Exhibit 99.1
CHINA LIFE INSURANCE COMPANY LIMITED
(A joint stock limited company incorporated in the Peoples Republic of China with limited liability)
(the Company)
(Stock Code: 2628)
Announcement on the Resolutions of the Eighteenth Meeting of the Third Session of the
Board of Directors of China Life Insurance Company Limited
The eighteenth meeting (the Meeting) of the third session of the Board of Directors (the Board) of China Life Insurance Company Limited (the Company) was held on April 25, 2012 at the President Office located at A16 of China Life Plaza, Beijing. The directors were notified of the Meeting by way of a written notice dated April 10, 2012. Out of the Companys eleven directors, nine directors attended the Meeting in person, including Wan Feng, Lin Dairen and Liu Yingqi, executive directors of the Company, Miao Jianmin and Zhuang Zuojin, non-executive directors of the Company, Ma Yongwei, Sun Changji and Bruce D. Moore, independent non-executive directors of the Company. Anthony Francis Neoh, independent non-executive director of the Company, attended the Meeting by conference call. Yuan Li, Chairman and executive director of the Company, was on leave for business and authorized in writing, Wan Feng, executive director of the Company, to preside over the Meeting and authorized in writing, Miao Jianmin, non-executive director of the Company, to act on his behalf and cast the votes for him. Shi Guoqing, was on leave for business and authorized in writing, Zhuang Zuojin, non-executive director of the Company, to act on his behalf and cast the votes for him. Supervisors and members of the management of the Company also attended the Meeting as non-voting delegates. The time, venue of the Meeting and the manner in which the Meeting was convened are in accordance with the Company Law of the Peoples Republic of China and the provisions under relevant laws, administrative regulations, departmental rules, Articles of Association (the AOA) and Rules of Procedures for the Board of Directors of the Company.
The Meeting was presided over by Wan Feng. The directors who attended the Meeting unanimously passed the following resolutions after sufficient review and discussion:
1. | Passed the First Quarter Report for the Year of 2012 |
Voting result: 11 for, 0 against, with no abstention
2. | Passed the Proposal Regarding the Nomination of Mr. Yang Mingsheng as the Candidate for the Executive Director of the Company |
Commission File Number 001-31914
The independent directors gave their independent opinions and agreed on the proposal. The Board agreed to nominate Mr. Yang Mingsheng as the candidate for the executive director of the Company and submit this proposal to the 2011 Annual Shareholders Meeting for approval. Mr. Yang Mingshengs biography is included in the attachment to this Exhibit.
Voting result: 11 for, 0 against, with no abstention
3. | Passed the Proposal on the Application for Investment Authorization Regarding Real Estate Investment Plans |
Voting result: 11 for, 0 against, with no abstention
4. | Passed the Proposal on the Outline of the Twelfth Five-Year Plan of the Company |
Voting result: 11 for, 0 against, with no abstention
5. | Passed the Proposal on the Establishment of Shanghai Insurance Research Institute of the Company |
Voting result: 11 for, 0 against, with no abstention
6. | Passed the Proposal on Change of the Name of Asset Management Department and Adjustments of the Responsibilities of Asset Management Department and Investment Management Department |
Voting result: 11 for, 0 against, with no abstention
7. | Passed the Proposal Regarding the Nomination of the Candidate for the Director of China Life Asset Management Company Limited |
Voting result: 11 for, 0 against, with no abstention
8. | Passed the Proposal on the Corporate Governance Report of the Company for the Year of 2011 |
Voting result: 11 for, 0 against, with no abstention
9. | Passed the Proposal on the Renewal of Directors & Officers Insurance (2012-2013) for the Companys Directors, Supervisors and Officers |
Voting result: 11 for, 0 against, with no abstention
10. | Passed the Proposal on the Authorization Regarding the Issuance of Letter of Guarantee for Payment through the Manner of Bank Credit Lines in the Ordinary Course of Business |
Voting result: 11 for, 0 against, with no abstention
11. | Passed the Proposal on Approval of the Tentative Administrative Measures on the Scope of Approval with regard to Fixed Assets |
Voting result: 11 for, 0 against, with no abstention
12. | Passed the Proposal on Purchasing of Real Property from China Life International Investment Holding Co., Ltd |
Commission File Number 001-31914
Affiliated directors, including Yuan Li, Miao Jianming, Wan Feng, Shi Guoqing and Zhuang Zuojing, abstained from voting on this proposal. The independent directors gave their independent opinions and agreed on the proposal. Upon signing the agreement, the Company will disclose this connected transaction according to the relevant requirements of the listing rules.
Voting result: 6 for, 0 against, with no abstention
13. | Passed the Proposal on the Overall Risk Management Report for the Year of 2011 |
Voting result: 11 for, 0 against, with no abstention
14. | Passed the Proposal on the Self-appraisal Report with regard to Internal Control for the Year of 2011 (The China Insurance Regulatory Commission) |
Voting result: 11 for, 0 against, with no abstention
At the Meeting, the Board also listened to the Report on the Determination of the Connected Parties to the Company as of December 31, 2011.
Board of Directors of China Life Insurance Company Limited
April 25, 2012
Attachment:
Biography of Mr. Yang Mingsheng, the Candidate for Executive Director of the Company
Mr. Yang Mingsheng (Mr. Yang), born in 1955, Chinese, has been the chairman of China Life Insurance (Group) Company since March 2012. Mr. Yang has many years of experience in financial industry. He acted as vice chairman of China Insurance Regulatory Commission from 2007 to 2012, and worked for Agricultural Bank of China from 1980 to 2007, where he held various positions such as vice president of Shenyang Branch, head of Industrial Credit Department and president of Tianjin Branch. He was appointed as vice president of Agricultural Bank of China in 1997 and was then promoted to president of Agricultural Bank of China in 2003. Mr. Yang, a senior economist, graduated from the Faculty of Finance of Nankai University majoring in monetary banking with a masters degree in economics.
Commission File Number 001-31914
Exhibit 99.2
CHINA LIFE INSURANCE COMPANY LIMITED
(A joint stock limited company incorporated in the Peoples Republic of China with limited liability)
(the Company)
(Stock Code: 2628)
Announcement on Resolutions of the Seventeenth Meeting of the Third Session of the
Board of Supervisors of China Life Insurance Company Limited
The seventeenth meeting (the Meeting) of the third session of the Board of Supervisors of the Company (the Supervisory Board) was held on April 25, 2012 at the conference room located at A16 of China Life Plaza. The supervisors were notified of the Meeting by way of a written notice dated April 13, 2012. All five supervisors of the Company, including Xia Zhihua, Shi Xiangming, Yang Hong, Wang Xu and Tian Hui, attended the Meeting in person. The time, venue and the manner in which the Meeting was convened are in accordance with the Company Law of the Peoples Republic of China (the PRC) and the provisions under relevant laws, administrative regulations, departmental rules, the Companys Articles of Association (the AOA) and Rules of Procedure for the Supervisory Board.
The Meeting was presided over by Chairperson Ms. Xia Zhihua. The supervisors who were present passed the following resolutions unanimously after sufficient review and discussion:
1. | Passed the First Quarter Report for the Year of 2012 |
The Supervisory Board believed that: The preparation and review procedures of the First Quarter Report for the Year of 2012 are in conformity with provisions under relevant laws, regulations, AOA and internal management regulations of the Company. The content and form of such report meet the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The information contained therein reflects the operational and financial condition of the Company in the reporting period. No breach of confidentiality by the staff involved in the preparation and review of the First Quarter Report for the Year of 2012 was detected before such opinion was issued.
Voting result: 5 for, 0 against, with no abstention
2. | Passed the Proposal on Corporate Governance Report for the Year of 2011 |
Voting result: 5 for, 0 against, with no abstention
3. | Passed the Proposal on Purchasing of Real Property from China Life International Investment Holding Co., Ltd |
Voting result: 5 for, 0 against, with no abstention
Commission File Number 001-31914
4. | Passed the Proposal on the Overall Risk Management Report for the Year of 2011 |
Voting result: 5 for, 0 against, with no abstention
5. | Passed the Proposal on the Report of Working Plan with regard to Internal Control for the Year of 2012 |
Voting result: 5 for, 0 against, with no abstention
6. | Passed the Proposal on the Self-appraisal Report with regard to Internal Control for the Year of 2011 (The China Insurance Regulatory Commission) |
Voting result: 5 for, 0 against, with no abstention
At the Meeting, the Supervisory Board also listened to the Report on the Determination of the Connected Parties to the Company as of December 31, 2011.
Board of Supervisors of China Life Insurance Company Limited
April 25, 2012
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