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
August 27, 2014
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 August 27, 2014, China Life Insurance Company Limited issued two announcements in Chinese, 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 August 27, 2014 | |
99.2 | English translation of the announcement, dated August 27, 2014 |
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/ Lin Dairen | |||||
(Signature) | ||||||
August 27, 2014 | Name: Title: |
Lin Dairen 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 Sixteenth Meeting of the Fourth Session of the
Board of Directors of China Life Insurance Company Limited
The sixteenth 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 August 27, 2014 at the Conference Room located at A18 of China Life Plaza, Beijing. The directors were notified of the Meeting by way of a written notice dated August 11, 2014. Out of the Companys eleven directors, eight directors attended the Meeting in person, including Yang Mingsheng, chairman and executive director of the Company; Lin Dairen, Su Hengxuan and Miao Ping, executive directors of the Company; Wang Sidong, non-executive director of the Company; and Bruce D. Moore, Anthony Francis Neoh and Tang Jianbang, independent non-executive directors of the Company. Miao Jianmin and Zhang Xiangxian, non-executive directors of the Company, and Sun Changji, independent non-executive director of the Company, were on leave for business and authorized in writing, respectively, Lin Dairen, executive director of the Company, Wang Sidong, non-executive director of the Company and Tang Jianbang, independent non-executive director of the Company to act on their behalf and 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, departmental rules, Articles of Association and Rules of Procedures for the Board of Directors of the Company.
The Meeting was presided over by Chairman Yang Mingsheng. The directors who attended the Meeting unanimously passed the following resolutions after sufficient review and discussion:
1. | Passed the Proposal regarding Nominating Mr. Xu Hengping as a Vice President of the Company |
Voting result: 11 for, 0 against, with no abstention
2. | Passed the Proposal regarding Nominating Mr. Xu Haifeng as a Vice President of the Company |
Voting result: 11 for, 0 against, with no abstention
3. | Passed the Proposal regarding Nominating Mr. Li Mingguang as a Vice President of the Company |
Voting result: 11 for, 0 against, with no abstention
Commission File Number 001-31914
4. | Passed the Proposal regarding Nominating Mr. Yang Zheng as a Vice President of the Company |
Voting result: 11 for, 0 against, with no abstention
5. | Passed the Proposal Regarding the Interim Financial Reports for the First Half of 2014 |
The Board passed the Proposal Regarding the Interim Financial Reports for the First Half of 2014, which includes the financial statements for the first half of 2014 prepared in accordance with PRC GAAP, the financial statements for the first half of 2014 prepared in accordance with IFRS, the solvency report for the first half of 2014, and the report on changes in accounting estimates for the first half of 2014.
The Board reviewed and discussed the changes in accounting estimates referred to in the financial statements for the first half of 2014. In the first half of 2014, 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 June 30, 2014, 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 the current income statement, which resulted in an increase in profit before tax by RMB 6,229 million. As of June 30, 2014, such changes in the assumptions above resulted in a decrease in liability reserves for life insurance products by RMB 5,502 million and a decrease in liability reserves for long-term health insurance products by RMB 727 million.
Voting result: 11 for, 0 against, with no abstention
6. | Passed the Proposal Regarding the A Share Interim Report for the First Half of 2014 and the H Shares Interim Report for the First Half of 2014 |
The Board passed the Proposal regarding the A Share Interim Report for the First Half of 2014 and the H Shares Interim Report for the First Half of 2014, including Financial Summary, Chairmans Statement, Management Discussion and Analysis, Significant Events, Changes in Share Capital and Shareholdings of Substantial Shareholders, Directors, Supervisors, Senior Management and Employees, Financial Reports, and Embedded Value Report.
Voting result: 11 for, 0 against, with no abstention
7. | Passed the Proposal Regarding the Changes to the Members of the Special Committees of the Fourth Session of the Board of Directors |
According to the current operation and composition of the special committees of the Board, Zhang Zutong, a new independent director, is appointed as the chairman of the Nomination and Remuneration Committee and a member of the Audit Committee; and Huang Yiping, a new independent director, is appointed as the chairman of Strategy and Investment Decision Committee and a member of the Audit Committee.
Commission File Number 001-31914
The special committees after the above adjustments are composed as follows:
Special Committee |
Chairman |
Members | ||
Audit Committee |
Bruce D. Moore | Zhang Zutong and Huang Yiping | ||
Nomination and Remuneration Committee |
Zhang Zutong | Miao Jianmin and Bruce D. Moore | ||
Strategy and Investment Decision Committee |
Huang Yiping | Wang Sidong, Lin Dairen, Anthony Francis Neoh and Su Hengxuan | ||
Risk Management Committee |
Anthony Francis Neoh | Zhang Xiangxian and Miaoping |
Note: The qualifications of Zhang Zutong and Huang Yiping as independent directors are subject to the approval of the China Insurance Regulatory Commission.
Voting result: 11 for, 0 against, with no abstention
8. | Passed the Proposal Regarding the 2013 Performance Evaluation Results and the 2014 Performance Agreement of the Companys Senior Management Personnel |
Voting result: 11 for, 0 against, with no abstention
9. | Passed the Proposal Regarding the Adjustments to the Establishment of Departments at the Companys Headquarter |
Voting result: 11 for, 0 against, with no abstention
10. | Passed the Proposal Regarding the Yin Hai Project |
This project constitutes a connected transaction under the listing rules of Hong Kong Stock Exchange. Affiliated directors, including Yang Mingsheng, Lin Dairen, Su Hengxuan, Miao Ping, Miao Jianmin, Zhang Xiangxian and Wang Sidong, abstained from voting on this proposal. The independent directors gave their independent opinions on and consent to this connected transaction.
Voting result: 4 for, 0 against, with no abstention
11. | Passed the Proposal Regarding the Proposed Participation in Capital Introduction to Sinopec Marketing Company Ltd. |
Please refer to a separate announcement issued by the Company on the same date of this announcement for details of this transaction.
Voting result: 10 for, 0 against, 1 abstention. Bruce D. Moore, an independent director, abstained from voting on this proposal. The reason for his abstention is his unfamiliarity with the market for sales of refined oil products in China as well as the complexity of this investment project.
12. | Passed the Proposal Regarding the Amendments to the Measures for the Management of Capital Raising of the Company |
Voting result: 11 for, 0 against, with no abstention
Commission File Number 001-31914
13. | Passed the Proposal Regarding the Companys Internal Audit Work of the First Half of 2014 |
Voting result: 11 for, 0 against, with no abstention
Board of Directors of China Life Insurance Company Limited
August 27, 2014
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 the Resolutions of the Thirteenth Meeting of the Fourth Session of the
Board of Supervisors of China Life Insurance Company Limited
The thirteenth meeting (the Meeting) of the fourth session of the Board of Supervisors of the Company (the Supervisory Board) was held on August 27, 2014 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 August 11, 2014. All four supervisors of the Company attended the Meeting in person, including Xia Zhihua, chairperson of the Supervisory Board, Shi Xiangming, Yang Cuilian and Li Xuejun, supervisors of the Company. 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 Proposal Regarding the Interim Financial Reports for the First Half of 2014 |
Voting result: 4 for, 0 against, with no abstention
2. | Passed the Proposal Regarding the A Share Interim Report for the First Half of 2014 and the H Shares Interim Report for the First Half of 2014 |
The Supervisory Board believes that:
a. | The preparation and review procedures of these Interim Reports for the First Half of 2014 are in conformity with provisions under relevant laws, regulations, AOA and internal management regulations of the Company. |
b. | The content and form of these Interim Reports for the First Half of 2014 meet the requirements of laws, regulations and listing rules of the jurisdictions where the Company is listed; the information contained in each report truthfully, accurately and completely reflects the operation results and financial performance of the Company in the first half of 2014. |
Commission File Number 001-31914
c. | No breach of confidentiality by the staff who worked on the preparation and review of these Interim Reports for the First Half of 2014 was detected before this opinion was issued. |
Voting result: 4 for, 0 against, with no abstention
3. | Passed the Proposal Regarding the Companys Internal Audit Work Summary of the First Half of 2014 and the Internal Audit Work Plan for the Second Half of 2014 |
Voting result: 4 for, 0 against, with no abstention
4. | Passed the Proposal Regarding the Companys Compliance Report for the First Half of 2014 |
Voting result: 4 for, 0 against, with no abstention
5. | Passed the Proposal Regarding the Supervisory Boards Guizhou Research Report of 2014 |
Voting result: 4 for, 0 against, with no abstention
Board of Supervisors of China Life Insurance Company Limited
August 27, 2014
$_`WA.RLKS5[Z7?<+*?+$D:K^]F<[BRLV"5.'&$8`':!0!KZ0US^YO%`"@H[`!70DZ;#JDVJ1:?:IJ$R[)+I85$KKQP7QDCY5XSV M'I0!Y7XA_P"3H?"?_8+?_P!!N:`/6)K"SN+RVO)K2&2ZM=WD3/&"\6X8;:QY M7(X..M`%B@#R/Q;/_GN]1O\`4=+67Q2=/O56*\U2^L+IVDA9%;VT<`B0_*H,C*&&]R`W6@ M#C/'FB-H?A34[?1=7UG_`(1KEHM,O--NX4MV>:$X$CH%9
-S,20#Z M7H`Y_P`0^*[?1)5L+:VFU+6YHO,M].ME)=QN"AG;&(DW,,NV!P<9(Q0!3\'^ M#%T&XOM:U*1+SQ)JC&2\NAN*H"%[06*2.Q8."=R MH""FS?D."IX[XH`Y=(?%>J^.KM=&\1>(TM%T1S! \J=Y[F8_N-.0S2;6D(!R[?PI@_P!XC:.0#G-!^'-C M_P`+9\0^$8+I[=[/287M[Z)?WD5POV9_.7))4ERQP".&(!%`'M_A74O%%RDM MKXHT)+.[B9P+NUF1K:=0PVE07,BD@]&';.03M`!A_&W_`))#KO\`VP_]'QT` M V6Q`=);B=$1L,`RF-%=5>0@J/ERQ)QD`PK M+PY9Z/X3O?"VJ>'VE\7W&I+):-)"%MKF<[@DD.Q#%&3(RNNU=Q4@;L``[G MX31Z/HFG2^%HM-FLO$.GQ1G5/-@0L[,-X)FCRC+^\8("V[`/'!-`'<:YK-GX M>T.]U>_?9:VD1D?!`+8Z*,D`L3@`9Y)`H`\$OK"Y\-?`.[\,2>'-674KM8KZ M>>.U=X,%Q(69O^691(E1E8*0V"`02U`'3^.K6^^(=P+GP&CM+;6=Q;7.I-^Z MM[R)R4-LC,O[XY5B&!V*> `]4M+71K#PZOA_5M'GLE^SF*YLF,995 MRSB=%\I@6W?-E=QYQR,@':4`>)^-M5L=#_:-\-ZGJ=REM9V^DN\DK]`-MS^) M).``.22`.:`-3P_//;^*-?\`B7XFM-3TNQGB%E8VLT,DLD-N@W.\D:(3&I,> M[L`6;. .WFAM=3UZZN[?SDVEHVV8/H>00<$C(([4`>D M4` WTO3[6Q@;3KIVCMH5C4MY)&<*`,X`Y]J`,?PSIUY:_#G M0KY_%6NQP?V=;-Y-K9V\Y0%%PJJ+=G(&? WS_FE8GA5&[#J2`!C<.!D4`>T4`>5Z_HBZ_\<6L6U#4-//\`PC0= M;C3[EH)5(NO4<$$9&""/Q`(`.?U;1+'X:>,_`FF^'=-U#4YXVOYA$?OW$LL2 MHN9"`@`VC=C[JKN(YR0#0TK3-2^%?B"XFB\&W6JZ/=JB03Z?,UW<6*D,[VZJ MP!,?FY(.%X8%BS8``/8()EN+>*=`X210ZB1&1@",\JP!4^Q`(H`R_$^M7'A_ M0YM0M=&O=7F3A;:S4,Y)Z$CKMS@$J&(SG!`-`'#^"#?P?:?$]_X-UFX\0ZMS M=W#16UOY:KA1%&DDP=47:!EAEL!CGC`!3_X3'7/"?Q-MK+5-.U!-!\2SA;6* M\FCDEM9_E5MA65_W9+*2I(`W?*/E(8`] MO>@#C_B9;:-X'^"L_@ZVFO6W>7]F>>!V#DW'F%3*J",-@.=N0<#IZ@'J'A.Q MN-,\&Z'87D?E75K800RID':ZQJ",C@\@]*`-B@`H`*`"@`H`*`"@`H`*`"@` MH`*`"@`H`K_8+/\`M'^T/LD/V[RO)^T>6/,\O.=F[KMSSCIF@"Q0`4`%`!0` M4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%` *!0`4`%`!0!__V3\_ ` end