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
March 27, 2013
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 March 27, 2013, China Life Insurance Company Limited issued two announcements in Chinese, the English translations 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 March 27, 2013 | |
99.2 | English translation of the announcement, dated March 27, 2013 |
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 |
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(Registrant) | ||||||
By: | /s/ Wan Feng |
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(Signature) | ||||||
March 27, 2013 | Name: | Wan Feng | ||||
Title: | 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)
Announcement on the Resolutions of the Sixth Meeting of the Fourth Session of the Board
of Directors of China Life Insurance Company Limited
The sixth meeting (the Meeting) of the fourth session of the Board of Directors (the Board) of China Life Insurance Company Limited (the Company) was held on March 27, 2013 at A18 of China Life Plaza, Beijing. The directors were notified of the Meeting by way of a written notice dated March 11, 2013. Nine of the Companys eleven directors attended the Meeting. Executive directors Yang Mingsheng, Wan Feng, Lin Dairen and Liu Yingqi, non-executive director Zhang Xiangxian, and independent directors Sun Changji, Tang Jianbang, Bruce D. Moore and Anthony Francis Neoh attended the Meeting in person. Non-executive directors Miao Jianmin and Wang Sidong were on leave for business and authorized in writing executive director Wan Feng and non-executive director Zhang Xiangxian, respectively, to cast the votes for them. 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, regulatory rules, Articles of Association (the AOA) of the Company, and Procedural Rules for the Board of Directors of the Company.
The Meeting was presided over by Chairman Mr. Yang Mingsheng. The directors who attended the Meeting unanimously passed the following resolutions after sufficient review and discussion:
1. | Passed the Proposal on the Nomination of Mr. Liu Anlin as the Vice President of the Company |
The independent directors gave their consenting, independent opinions on the proposal. Mr. Liu Anlins qualification and appointment as the Vice President of the Company is subject to the approval of the China Insurance Regulatory Commission (CIRC). Please see Appendix A for Mr. Liu Anlins biography.
Voting result: 11 for, 0 against, with no abstention
2. | Passed the Proposal on the Nomination of Mr. Yang Zheng as the Chief Financial Officer of the Company |
The independent directors gave their consenting, independent opinions on the proposal. Mr. Yang Zhengs qualification and appointment as the Chief Financial Officer of the Company is subject to the approval of the CIRC. Please see Appendix B for Mr. Yang Zhengs biography.
Voting result: 11 for, 0 against, with no abstention
Commission File Number 001-31914
3. | Passed the Proposal on the 2012 Plan of Dividend Distribution to Policyholders of Participating Insurance Products |
Voting result: 11 for, 0 against, with no abstention
4. | Passed the Proposal on the Annual Financial Reports for the year ended December 31, 2012 |
After review and discussion, the Board approved the proposal, which includes the 2012 Annual Financial Statements prepared in accordance with PRC GAAP, the 2012 Financial Statements prepared in accordance with IFRS, the 2012 Report on Participating Insurance Products, the 2012 Report on Balance Sheet of Assets in Foreign Currencies, the 2012 Report on Funds Occupied by Controlling Shareholders and Other Related Parties, and the 2012 Report on Changes in Accounting Estimates. The independent directors gave their consenting, independent opinions on the proposal. The Board agreed to submit the proposal to the 2012 Annual Shareholders Meeting for approval.
The Board reviewed and discussed the changes in accounting estimates referred to in the 2012 Annual Financial Reports. In 2012, there were no other significant changes in accounting estimates other than the changes in actuarial assumptions. The Company determined actuarial assumptions which include, among others, discount rate, mortality rate, morbidity rate, expenses, surrender rate and policy dividends based on current information available at the date of the balance sheets, and such assumptions were used to calculate the reserves of insurance contracts as at the date of the balance sheets.
On December 31, 2012, the Company re-examined the above assumptions based on current information. Changes in reserves of relevant insurance contracts arising from changes in the assumptions above were incorporated into this years income statement. As of December 31, 2012, such changes in accounting estimates resulted in a decrease in liability reserves for life insurance products by RMB 505 million and an increase in liability reserves for long-term health insurance products by RMB 187 million, and resulted in an increase in profit before tax by RMB 318 million.
PricewaterhouseCoopers issued a dedicated report on the changes in accounting estimates of the Company for the year of 2012.
Voting result: 11 for, 0 against, with no abstention
5. | Passed the Proposal on the H Share Annual Report and A Share Annual Report for the year ended December 31, 2012 |
After review and discussion, the Board passed the H Share Annual Report and A Share Annual Report for the year ended December 31, 2012, including Financial Summary, Management Discussion and Analysis, Report of the Board of Directors, Report on Significant Matters, Report on Corporate Governance, Financial Reports and Embedded Value, Summary of A Share Annual Report, H Share Annual Results Announcement and other related matters.
Voting result: 11 for, 0 against, with no abstention
6. | Passed the Proposal on the Profit Allocation for the Year of 2012 |
In accordance with the Company Law and other applicable PRC laws, and the AOA, the Company shall withhold 10% of the after-tax profit for the year ended December 31, 2012 as statutory reserves amounting to RMB 1,107 million and general risk reserves amounting to RMB 1,107 million, respectively. The Board will submit the proposal on the following matters to the 2012 Annual Shareholders Meeting for approval: after the allocation of RMB 1,107 million (being 10% of its after-tax profit for 2012) to its discretionary surplus reserve fund, based on a total of 28,264,705,000 shares in issue, the Company proposes to pay a cash dividend of RMB0.14 per share, totaling approximately RMB 3,957 million, to all shareholders of the Company. Following the above allocation, unallocated balance of the after tax net profit for 2012 will be recorded as unallocated profit and will be allocated in the following years. Capital reserves will not be used to increase the Companys share capital during the above allocation. The independent directors gave their consenting, independent opinions on the proposal. The Board agreed to submit the proposal to the 2012 Annual Shareholders Meeting for approval.
Commission File Number 001-31914
Voting result: 11 for, 0 against, with no abstention
7. | Passed the Proposal on Financial Report on Solvency and Assessment Report on Solvency Management in 2012 |
Voting result: 11 for, 0 against, with no abstention
8. | Passed the Proposal on the Annual Audit Fees for the Year of 2012 |
The Board approved that the audit fees to be paid to the auditor of the Company for 2012 is RMB 63.90 million. The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
9. | Passed the Proposal on the Compensation for the Directors and Supervisors |
The independent directors gave their consenting, independent opinions on this proposal. The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
10. | Passed the Proposal on the Compensation for the Senior Management |
The independent directors gave their consenting, independent opinions on this proposal.
Voting result: 11 for, 0 against, with no abstention
11. | Passed the Proposal on the execution of the Regular Related Party Transaction Framework Agreement between the Company and China Guangfa Bank |
Affiliated director, Wan Feng, abstained from voting on this proposal. The independent directors gave their consenting, independent opinions on this proposal. The Board agreed to submit the maximum amount specified in the Regular Related Party Transaction Framework Agreement to the 2012 Annual Shareholders Meeting for approval. Please refer to a separate announcement on Form 6-K filed on the same date of this announcement for the details of this transaction.
Voting result: 11 for, 0 against, with no abstention
12. | Passed the Proposal on 2012 Board of Directors Report |
The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
13. | Passed the Report on the Performance of Independent Directors in 2012 |
Commission File Number 001-31914
The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval. Please visit the website of the Shanghai Stock Exchange (www.sse.com.cn) for relevant information announced by the Company on the date of this announcement.
Voting result: 11 for, 0 against, with no abstention
14. | Passed the Proposal on the Amendment of the AOA of the Company |
The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval. Please see Appendix C for the proposed amendment to the AOA.
Voting result: 11 for, 0 against, with no abstention
15. | Passed the Report on Related Party Transactions of the Year of 2012 and the Implementation of Rules on the Management of the Related Party Transactions of the Company in 2012 |
The Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
16. | Passed the Proposal on Convening the 2012 Annual Shareholders Meeting |
An announcement of the 2012 Annual Shareholders Meeting will be made separately.
Voting result: 11 for, 0 against, with no abstention
17. | Passed the Proposal on the Guidelines for Investments Entrusted by the Company to China Life Asset Management Company Limited for the Year of 2013 |
Voting result: 11 for, 0 against, with no abstention
18. | Passed the Proposal on the Guidelines for Investments Entrusted by the Company to China Life Franklin Asset Management Company Limited for the Year of 2013 |
Voting result: 11 for, 0 against, with no abstention
19. | Passed the Proposal on the Guidelines for Investments Entrusted by the Company to China Life Investment Holding Company Limited for the Year of 2013 |
Voting result: 11 for, 0 against, with no abstention
20. | Passed the Proposal on the Nomination of Candidates for the Board of Directors of China Life Property and Casualty Insurance Company Limited |
Voting result: 11 for, 0 against, with no abstention
21. | Passed the Proposal on the Nomination of Candidates for the Board of Directors of China Life Pension Company Limited |
Voting result: 11 for, 0 against, with no abstention
22. | Passed the Proposal on the Nomination of Candidates for the Executive Director and Vice President of China Guangfa Bank |
Commission File Number 001-31914
Voting result: 11 for, 0 against, with no abstention
23. | Passed the Proposal on the Application for Issuing Relevant Letter of Guarantee by Extending Bank Credit and Corporate Account Overdraft Authorization |
Voting result: 11 for, 0 against, with no abstention
24. | Passed the 2012 Social Responsibility Report of the Company |
Please visit the website of the Shanghai Stock Exchange (www.sse.com.cn) for relevant information announced by the Company on the date of this announcement.
Voting result: 11 for, 0 against, with no abstention
25. | Passed the 2012 Compliance Report of the Company |
Voting result: 11 for, 0 against, with no abstention
26. | Passed the Proposal on the Review of the Internal Audit Work of the Company for the Year of 2012 |
Voting result: 11 for, 0 against, with no abstention
27. | Passed the Proposal on the Audit Report on Related Party Transactions for the Year of 2012 |
Voting result: 11 for, 0 against, with no abstention
28. | Passed the Proposal on the 2012 Assessment Report on Internal Control of the Company (A Share) |
The Company engaged PricewaterhouseCoopers to review the internal control over the financial reporting of the Company, and received from PricewaterhouseCoopers an unqualified opinion on the validity of the internal control over the financial reporting of the Company as of December 31, 2012. Please visit the website of the Shanghai Stock Exchange (www.sse.com.cn) for relevant information announced by the Company on the date of this announcement.
Voting result: 11 for, 0 against, with no abstention
29. | Passed the Report on Anti-Money Laundering Work in 2012 |
Voting result: 11 for, 0 against, with no abstention
Please see notice and materials for the 2012 Annual Shareholders Meeting, which will be published separately, for detailed information on the proposals that will be submitted to the 2012 Annual Shareholders Meeting for approval.
Board of Directors of China Life Insurance Company Limited
March 27, 2013
Commission File Number 001-31914
Appendix A
Biography of Mr. Liu Anlin
Mr. Liu Anlin, born in September 1963, became a member of the Party Committee of the Company in February 2013, with concurrent appointment as the Party Secretary and General Manager of the Beijing Branch of the Company. From December 2012 to February 2013, Mr. Liu was the Person-in-Charge (with equivalent rank as Assistant President of the Company) of the Beijing Branch of the Company. From 2009 to 2012, Mr. Liu was the Party Secretary and General Manager of the Jiangsu Branch of the Company (with equivalent rank as Assistant President of the Company). From 2006 to 2009, Mr. Liu was the Chief Information Technology Officer of the Company (with equivalent rank as Assistant President of the Company), with concurrent appointment as the Party Secretary and General Manager of the Beijing R&D Center in 2008. From 2003 to 2006, Mr. Liu was the General Manager of the Information Technology Department of the Company. Previously, Mr. Liu had assumed various posts as Person-in-Charge of the Information Technology Department of the Company, Deputy General Manager of the Personnel Department of the Company, Assistant General Manager of the Gansu Branch of the Company, and Head of the Computer Department (in charge). Mr. Liu graduated from Mathematics and Mechanics Department of Lanzhou University (majored in computer mathematics), and obtained a Bachelors degree in Science in 1985. He also obtained a Masters degree in Business Administration from Tsinghua University in 2006. Mr. Liu is a Senior Engineer.
Commission File Number 001-31914
Appendix B
Biography of Mr. Yang Zheng
Mr. Yang Zheng, born in May 1970, became the Qualified Accountant of the Company in 2006. He served as Assistant General Manager, Deputy General Manager and General Manager of the Finance Department of the Company since 2005. Mr. Yang has been a Director of China Life Asset Management Company Limited since 2009, and has been a Director of Sino-Ocean Land Holdings Company Limited since 2011. Mr. Yang was Senior Financial Analyst of MOLEX in the United States between 2000 and 2005. Mr. Yang graduated from Beijing University of Technology in Electrical Manufacturing in 1993 and obtained a Bachelors degree in Engineering. He obtained an MBA from Northeastern University (United States) in 2000. Mr. Yang is a member of the American Institute of Certified Public Accountants (AICPA) and the Association of Chartered Certified Accountants (ACCA).
Commission File Number 001-31914
Appendix C
Proposed Amendment to the AOA
Article 218 of the AOA
Original clause:
The Company shall appoint receiving agents for the holders of the Overseas-Listed Foreign-Invested Shares. Such receiving agents shall receive dividends that have been declared by the Company on behalf of such holders and all other amounts payable to such shareholders.
The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the place or the relevant regulations of the stock exchange where the Companys shares are listed. The receiving agents appointed for holders of Overseas-Listed Foreign-Invested Shares listed in Hong Kong shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong.
Reason to amend:
According to paragraph 3(2) of Appendix 3 (Articles of Association) and rule 19A.47 of the Main Board Listing Rules of the Hong Kong Stock Exchange, the AOA shall specify that the company may exercise the power to forfeit unclaimed dividends, provided that such power shall not be exercised until after the expiration of the applicable limitations period.
Revised clause:
The Company shall appoint receiving agents for the holders of the Overseas-Listed Foreign-Invested Shares. Such receiving agents shall receive dividends that have been declared by the Company on behalf of such holders and all other amounts payable to such shareholders.
The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the place or the relevant regulations of the stock exchange where the Companys shares are listed. The receiving agents appointed for holders of Overseas-Listed Foreign-Invested Shares listed in Hong Kong shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong.
Subject to the requirements under relevant laws, regulations and rules of the PRC and applicable rules of the securities regulatory authority of the jurisdiction where the Companys shares are listed, the Company may exercise the power to forfeit unclaimed dividends, provided that such power shall not be exercised until after the expiration of the applicable limitations period.
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)
Announcement on the Resolutions of the Fifth Meeting of the Fourth Session of the Board
of Supervisors of China Life Insurance Company Limited
The fifth meeting (the Meeting) of the fourth session of the Board of Supervisors of China Life Insurance Company Limited (the Company) (the Supervisory Board) was held on March 27, 2013 at A18 of China Life Plaza, Beijing. The supervisors were notified of the Meeting by way of a written notice dated March 13, 2013. All five supervisors of the Company, Xia Zhihua, Shi Xiangming, Luo Zhongmin, Yang Cuilian and Li Xuejun, 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, regulatory rules, Articles of Association (the AOA) of the Company, and Procedural Rules for the Board of Supervisors of the Company.
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 Proposal on the Annual Financial Reports for the year ended December 31, 2012 |
After review and discussion, the Supervisory Board approved the proposal, which includes the 2012 Annual Financial Statements prepared in accordance with PRC GAAP, the 2012 Financial Statements prepared in accordance with IFRS, the 2012 Report on Participating Insurance Products, the 2012 Report on Balance Sheet of Assets in Foreign Currencies, the 2012 Report on Funds Occupied by Controlling Shareholders and Other Related Parties, and the 2012 Report on Changes in Accounting Estimates.
Voting result: 5 for, 0 against, with no abstention
2. | Passed the Proposal on the H Share Annual Report and A Share Annual Report for the year ended December 31, 2012 |
After review and discussion, the Supervisory Board passed the H Share Annual Report and A Share Annual Report for the year ended December 31, 2012, including Financial Summary, Management Discussion and Analysis, Report of the Board of Directors, Report on Significant Matters, Report on Corporate Governance, Financial Reports and Embedded Value, Summary of A Share Annual Report, H Share Annual Results Announcement and other related matters.
Commission File Number 001-31914
The Supervisory Board considered that:
a. The preparation and review procedures of the A Share Report and the H Share Report of the Company for the year of 2012 are in conformity with provisions under relevant laws, regulations, AOA and internal management regulations of the Company.
b. The content and form of the A Share Report and the H Share Report of the Company for the year of 2012 are in conformity with provisions under relevant laws, regulations and the listing rules of the jurisdictions where the Company is listed. The information contained therein truthfully reflects, in every material respect, the operational and financial conditions of the Company in 2012.
c. Before the Supervisory Board made the aforesaid comments, the Supervisory Board did not find any violation of the confidentiality obligations by the staff involved in the preparation and review of the A Share Report and the H Share Report of the Company for the year of 2012.
Voting result: 5 for, 0 against, with no abstention
3. | Passed the Proposal on the Profit Allocation for the Year of 2012 |
Voting result: 5 for, 0 against, with no abstention
4. | Passed the Proposal on 2012 Board of Supervisors Report |
The Supervisory Board agreed to submit this proposal to the 2012 Annual Shareholders Meeting for approval.
Voting result: 5 for, 0 against, with no abstention
5. | Passed the Report on the Performance of Supervisors in 2012 |
Voting result: 5 for, 0 against, with no abstention
6. | Passed the Proposal on the Working Plan of the Supervisory Board for the Year of 2013 |
Voting result: 5 for, 0 against, with no abstention
7. | Passed the Proposal on the 2012 Assessment Report on Internal Control of the Company (A Share) |
Voting result: 5 for, 0 against, with no abstention
8. | Passed the 2012 Compliance Report |
Voting result: 5 for, 0 against, with no abstention
9. | Passed the Report on Related Party Transactions of the Year of 2012 and the Implementation of Rules on the Management of the Related Party Transactions of the Company in 2012 |
Voting result: 5 for, 0 against, with no abstention
10. | Passed the Proposal on the Audit Report on Related Party Transactions for the Year of 2012 |
Voting result: 5 for, 0 against, with no abstention
Commission File Number 001-31914
11. | Passed the Proposal on the 2012 Assessment Report on Internal Control of the Company and 2013 Key Working Plan of Internal Control of the Company |
Voting result: 5 for, 0 against, with no abstention
Board of Supervisors of China Life Insurance Company Limited
March 27, 2013
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