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 23, 2017
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 ☒ 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 ☒
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 23, 2017, 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 23, 2017 | |
99.2 | English translation of the announcement, dated March 23, 2017 |
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) | ||||||
March 23, 2017 | Name: | Lin Dairen | ||||
Title: | President and Executive Director |
Exhibit 99.1
Commission File Number 001-31914
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 Eleventh Meeting of the Fifth Session of the
Board of Directors of China Life Insurance Company Limited
The eleventh meeting (the Meeting) of the fifth session of the Board of Directors (the Board) of China Life Insurance Company Limited (the Company) was held on March 23, 2017 at the conference room located on Floor A18 of China Life Plaza, Beijing. The directors were notified of the Meeting by way of a written notice dated March 7, 2017. Out of the Companys eleven directors, eight directors attended the Meeting. The following seven directors of the Company attended the Meeting in person: Lin Dairen and Xu Haifeng, executive directors of the Company; Miao Jianmin, a non-executive director of the Company; and Chang Tso Tung Stephen, Robinson Drake Pike, Tang Xin and Leung-Oi-Sie Elsie, independent directors of the Company. Liu Jiade, a non-executive director of the Company, attended the Meeting by means of telecommunication. Yang Mingsheng, chairman and an executive director of the Company, was on leave for business and authorized in writing Lin Dairen to act on his behalf, cast the votes and preside over the Meeting for him; Xu Hengping, an executive director of the Company, and Wang Sidong, a non-executive director of the Company, were on leave for business and authorized in writing, respectively, Xu Haifeng and Miao Jianmin, 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 (AOA) of the Company and Rules of Procedures for the Board of Directors of the Company.
The Meeting was presided over by Lin Dairen. The directors who attended the Meeting unanimously passed the following resolutions after sufficient review and discussion:
1. | Proposal on the 2016 Plan of Dividend Distribution to Policyholders of Participating Insurance Products |
Voting result: 11 for, 0 against, with no abstention
2. | Proposal on the Annual Financial Reports for the year ended December 31, 2016 |
After review and discussion, the Board approved the proposal, which includes the 2016 Annual Financial Statements prepared in accordance with PRC GAAP, the 2016 Financial Statements prepared in accordance with IFRS, the 2016 Report on Participating Insurance Products, the 2016 Report on Funds Occupied by Controlling Shareholders and Other Related Parties, and the 2016 Report on Changes in Accounting Estimates. The independent directors gave their independent opinions and agreed on the proposal. The Board agreed to submit the proposal to the 2016 Annual Shareholders Meeting for approval.
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For details of changes in accounting estimates in the year of 2016, please refer to a separate announcement filed on the same date of this announcement.
Voting result: 11 for, 0 against, with no abstention
3. | Proposal on the H Share Annual Report and A Share Annual Report for the year ended December 31, 2016 |
Voting result: 11 for, 0 against, with no abstention
4. | Proposal on the Compensation for the Directors and Supervisors |
The independent directors gave their independent opinions and agreed on the proposal. The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
5. | Proposal on the Compensation for the Senior Management |
The independent directors gave their independent opinions and agreed on the proposal.
Voting result: 11 for, 0 against, with no abstention
6. | Proposal on the Report of the Board for the Year of 2016 |
The Board agreed to submit the report to the 2016 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
7. | Proposal on the Report on the Performance of Committees of the Board in 2016 |
For details, please refer to relevant information announced by the Company on the date of this announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 11 for, 0 against, with no abstention
8. | Proposal on the Report on the Performance of Independent Directors of the Board in 2016 |
The Board agreed to submit the report to the 2016 Annual Shareholders Meeting for review. For details, please refer to relevant information announced by the Company on the date of this announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 11 for, 0 against, with no abstention
9. | Proposal on the Profit Allocation for the Year of 2016 |
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The Company must distribute the income from general equity instrument in the amount of RMB386 million as agreed in the Offering Circular relating to the Core Tier 2 Capital Securities issued by the Company in July 2015, and in accordance with the Company Law and other applicable laws of the Peoples Republic of China and the AOA, must withhold 10% of the after-tax profit for the year ended December 31, 2016 as statutory reserves amounting to RMB1,927 million and general risk reserves amounting to RMB1,927 million, respectively. The Board will submit the proposal on the following matters to the 2016 Annual Shareholders Meeting for approval: after the allocation of RMB1,927 million (being 10% of its after-tax profit for 2016) 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 RMB0.24 per share (inclusive of tax), totaling approximately RMB6,784 million, to all shareholders of the Company. Following the above allocation, unallocated balance of the after-tax net profit of the Company for 2016 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 independent opinions and agreed on the proposal. The Board agreed to submit the proposal to the 2016 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
10. | Proposal on the Remunerations of the Auditor for 2016 and the Appointment of the Auditor for 2017 |
The Board agreed to pay a total amount of RMB55.68 million (inclusive of tax) as the remunerations of the auditor for 2016, and proposed to re-appoint Ernst & Young Hua Ming LLP as the PRC auditor and the US Form 20-F auditor of the Company for the year 2017, and Ernst & Young as the Hong Kong auditor of the Company for the year 2017. The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
11. | Proposal on General Authorization for Issuance of H Shares |
The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval.
Voting result: 11 for, 0 against, with no abstention
12. | Proposal on Entering into a Framework Agreement for Daily Connected Transactions with Chongqing International Trust Inc. |
Affiliated directors, including Yang Mingsheng, Lin Dairen, Miao Jianmin and Wang Sidong, abstained from voting on this proposal. The independent directors gave their independent opinions and agreed on the proposal. The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval. Please refer to a separate announcement filed on the same date of this announcement for the details.
Voting result: 7 for, 0 against, with no abstention
13. | Proposal on Entering into an Entrusted Investment and Management Agreement for Alternative Investments With Insurance Funds with China Life Investment Holding Company Limited |
Affiliated directors, including Yang Mingsheng, Miao Jianmin and Wang Sidong, abstained from voting on this proposal. The independent directors gave their independent opinions and agreed on the proposal.
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The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval. Please refer to a separate announcement filed on the same date of this announcement for the details.
Voting result: 8 for, 0 against, with no abstention
14. | Proposal on the Report on Related Party Transactions of the Year of 2016 and the Implementation of Rules on the Management of the Related Party Transactions of the Company in 2016 |
The Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for review.
Voting result: 11 for, 0 against, with no abstention
15. | Proposal on Convening the 2016 Annual Shareholders Meeting |
Notice of the 2016 Annual Shareholders Meeting will be published separately.
Voting result: 11 for, 0 against, with no abstention
16. | Proposal on Nominating Director and Deputy General Manager of Sinopec Sichuan to East China Gas Pipeline Co., Ltd. |
Voting result: 11 for, 0 against, with no abstention
17. | Proposal on the 2016 Solvency Report (C-ROSS) of the Company |
Voting result: 11 for, 0 against, with no abstention
18. | Proposal on 2016 Social Responsibility Report of the Company |
For details, please refer to relevant information announced by the Company on the date of this announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 11 for, 0 against, with no abstention
19. | Proposal on the Review of the Internal Audit Work of the Company for the Year of 2016 |
Voting result: 11 for, 0 against, with no abstention
20. | Proposal on the Audit Report on Related Party Transactions for the Year of 2016 |
Voting result: 11 for, 0 against, with no abstention
21. | Proposal on the 2016 Compliance Report of the Company |
Voting result: 11 for, 0 against, with no abstention
22. | Proposal on the 2016 Self-Assessment Report on Internal Control of the Company (China Insurance Regulatory Commission) |
Voting result: 11 for, 0 against, with no abstention
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23. | Proposal on the 2016 Assessment Report on Internal Control of the Company (A Share) |
For details, please refer to relevant information announced by the Company on the date of this announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 11 for, 0 against, with no abstention
24. | Proposal on the Report on 2016 Anti-Money Laundering Work Summary and Work Plan for 2017 |
Voting result: 11 for, 0 against, with no abstention
25. | Proposal on Risk Preference Statement of the Company for 2017 |
Voting result: 11 for, 0 against, with no abstention
26. | Proposal on Entering into a Framework Agreement on Sharing the Costs for Brand Building of China Life |
Affiliated directors, including Yang Mingsheng, Miao Jianmin, Wang Sidong, Lin Dairen and Xu Haifeng, abstained from voting on this proposal. The independent directors gave their independent opinions and agreed on the proposal.
Voting result: 6 for, 0 against, with no abstention
Please see notice and materials for the 2016 Annual Shareholders Meeting, which will be published separately, for detailed information on the proposals that will be submitted to the 2016 Annual Shareholders Meeting for approval and review.
Board of Directors of China Life Insurance Company Limited
March 23, 2017
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Exhibit 99.2
Commission File Number 001-31914
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 Tenth Meeting of the Fifth Session of the
Board of Supervisors of China Life Insurance Company Limited
The tenth meeting (the Meeting) of the fifth session of the Board of Supervisors of China Life Insurance Company Limited (the Company) (the Supervisory Board) was held on March 23, 2017 at A16 of China Life Plaza, Beijing. The supervisors were notified of the Meeting by way of a written notice dated March 8, 2017. Out of the Companys five supervisors, four supervisors attended the Meeting. The following three supervisors attended the Meeting in person: Miao Ping, chairman of the Supervisory Board; Xiong Junhong and Zhan Zhong, supervisors. Shi Xiangming, a supervisor, attended the meeting by means of telecommunication. Wang Cuifei, a supervisor, was on leave for business and authorized Zhan Zhong in writing to act on her behalf and cast the votes for her. 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 Miao Ping. The supervisors who were present passed the following resolutions unanimously after sufficient review and discussion:
1. | Proposal on the Annual Financial Reports for the year ended December 31, 2016 |
After review and discussion, the Supervisory Board approved the proposal, which includes the 2016 Annual Financial Report prepared in accordance with PRC GAAP, the 2016 Annual Financial Report prepared in accordance with IFRS, the 2016 Report on Participating Insurance Products, the 2016 Report on Funds Occupied by Controlling Shareholders and Other Related Parties, and the 2016 Report on Changes in Accounting Estimates.
Voting result: 5 for, 0 against, with no abstention
2. | Proposal on the H Share Annual Report and A Share Annual Report for the year ended December 31, 2016 |
The Supervisory Board considered that:
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a. | The preparation and review procedures of the A Share Report and the H Share Report of the Company for the year of 2016 are in conformity with provisions under relevant laws, regulations, the 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 2016 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 2016. |
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 2016. |
Voting result: 5 for, 0 against, with no abstention
3. | Proposal on the Profit Allocation for the Year of 2016 |
Voting result: 5 for, 0 against, with no abstention
4. | Proposal on the 2016 Board of Supervisors Report |
The Supervisory Board agreed to submit this proposal to the 2016 Annual Shareholders Meeting for approval.
Voting result: 5 for, 0 against, with no abstention
5. | Proposal on the 2016 Assessment Report on Internal Control of the Company (A Share) |
Voting result: 5 for, 0 against, with no abstention
6. | Proposal on the 2016 Self-Assessment Report on Internal Control of the Company (China Insurance Regulatory Commission) |
Voting result: 5 for, 0 against, with no abstention
7. | Proposal on the 2016 Compliance Report |
Voting result: 5 for, 0 against, with no abstention
8. | Proposal on Report on Related Party Transactions in the Year of 2016 and the Implementation of Rules on the Management of the Related Party Transactions of the Company in 2016 |
Voting result: 5 for, 0 against, with no abstention
9. | Proposal on the Audit Report on Related Party Transactions for the Year of 2016 |
Voting result: 5 for, 0 against, with no abstention
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10. | Proposal on the 2016 Assessment Report on Internal Audit of the Company as well as Working Plan and Budgets for Internal Audit of the Company for 2017 |
Voting result: 5 for, 0 against, with no abstention
Please see notice and materials for the 2016 Annual Shareholders Meeting, which will be published separately, for detailed information on the proposals that will be submitted to the 2016 Annual Shareholders Meeting for approval and review.
Board of Supervisors of China Life Insurance Company Limited
March 23, 2017
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