EX-99.1 2 d473489dex991.htm EX-99.1 EX-99.1

Commission File Number 001-31914

EXHIBIT 99.1

 

LOGO

CHINA LIFE INSURANCE COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2628)

ANNOUNCEMENT

RESOLUTIONS PASSED AT

THE FIRST EXTRAORDINARY GENERAL MEETING 2017

 

The board of directors (the “Board”) of China Life Insurance Company Limited (the “Company”) announces the poll results in respect of the resolutions proposed at the first extraordinary general meeting 2017 (the “EGM” or “Meeting”) held on Wednesday, 20 December 2017. All resolutions were duly passed.

VOTING RESULTS AT THE EGM

The EGM was held on Wednesday, 20 December 2017 at 10:00 a.m. at the Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China.

Shareholders holding a total of 28,264,705,000 shares of the Company, representing 100% of the total issued shares of the Company, were entitled to attend and vote on the resolutions proposed at the EGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM.

Shareholders and authorized proxies holding a total of 22,304,483,026 voting shares of the Company, representing 78.912846% of the total voting shares of the Company, attended the EGM. The voting at the Meeting was conducted by way of onsite voting and online voting, and was in compliance with the relevant provisions of laws and regulations including the Company Law of the People’s Republic of China LOGO , the Rules for Shareholders’ Meetings of Listed Companies LOGO LOGO , the Shanghai Stock Exchange Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies LOGO and the Articles of Association of the Company.

 

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Total number of shareholders and authorized proxies attending the Meeting

     29  

including:    number of A Share shareholders

     28  

    number of H Share shareholders

     1  

Total number of shares with voting rights

     22,304,483,026  

including:    total number of shares held by A Share shareholders

     19,340,810,908  

    total number of shares held by H Share shareholders

     2,963,672,118  

Percentage to the total number of shares with voting rights

     78.912846  

including:    percentage of shares held by A Share shareholders

     68.427429  

    percentage of shares held by H Share shareholders

     10.485417  

 

Note:

The shareholders attending the Meeting include the shareholders who attended the onsite meeting and the A Share shareholders who attended the Meeting by way of online voting.

Executive Director Mr. Lin Dairen was elected by the Board to chair the Meeting. Four out of the eleven Directors of the Company attended the Meeting, while the Chairman of the Board and Executive Director Mr. Yang Mingsheng, Executive Directors Mr. Xu Hengping and Mr. Xu Haifeng, Non-executive Directors Mr. Wang Sidong and Mr. Liu Huimin and Independent Non-executive Directors Mr. Robinson Drake Pike and Ms. Leung Oi-Sie Elsie were unable to attend due to other business commitments. Two out of the five Supervisors of the Company attended the Meeting, while Supervisors Ms. Xiong Junhong, Ms. Wang Cuifei and Mr. Li Guodong were unable to attend due to other business commitments. Certain members of the senior management and the Board Secretary also attended the Meeting.

The poll results in respect of the resolutions proposed at the EGM are as follows:

 

Resolutions   Type of Shareholders    For     Against     Abstain    

Attending and
Voting

 

 
     

No. of

Shares

Voted

 

 

 

   

Percentage

%

 

 

   

No. of
Shares
Voted
 
 
 
   

Percentage

%

 

 

   

No. of
Shares
Voted
 
 
 
   

Percentage

%

 

 

   

No. of

Shares

 

 

As ordinary resolutions

 

 

 

1     To consider and approve the election of Mr. Yuan Changqing as a Non- executive Director of the fifth session of the Board of Directors of the Company   A Share shareholders     19,339,564,168       99.993554       674,740       0.003489       572,000       0.002957       19,340,810,908  
      H Share shareholders     2,746,972,545       92.688139       195,754,918       6.605148       20,944,655       0.706713       2,963,672,118  
     

Total

    22,086,536,713       99.022859       196,429,658       0.880673       21,516,655       0.096468       22,304,483,026  
                                   
                                 
                                   
                                   
                                   
                                   
   
   

The resolution was duly passed as an ordinary resolution. The qualification of Mr. Yuan Changqing as a Director of the Company is subject to the approval of the China Insurance Regulatory Commission (the “CIRC”).

 

 

2   To consider and approve the election of Mr. Luo Zhaohui as a Non-employee Representative Supervisor of the fifth session of the Supervisory Committee of the Company   A Share shareholders     19,340,146,864       99.996567       92,044       0.000476       572,000       0.002957       19,340,810,908  
      H Share shareholders     2,731,549,908       92.167750       211,165,085       7.125116       20,957,125       0.707134       2,963,672,118  
     

Total

    22,071,696,772       98.956325       211,257,129       0.947151       21,529,125       0.096524       22,304,483,026  
                                   
                                   
                                   
                                   
                                   
                                   
   
   

The resolution was duly passed as an ordinary resolution. The qualification of Mr. Luo Zhaohui as a Supervisor of the Company is subject to the approval of the CIRC.

 

 

 

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Pursuant to the relevant laws and regulations of the PRC, the Company announces the poll results of A Share shareholders who individually or in aggregate hold less than 5% of the shares of the Company in respect of the resolutions proposed at the EGM as follows:

 

Resolutions   

 

For

    

 

Against

    

 

Abstain

 
  

 

  No. of Shares  
Voted

    

 

  Percentage  

%

    

 

  No. of Shares  
Voted

    

 

  Percentage  

%

    

 

  No. of Shares  
Voted

    

 

  Percentage  

%

 

As ordinary resolutions

 

 

               
1     

To consider and approve the election of Mr. Yuan Changqing as a Non-executive Director of the fifth session of the Board of Directors of the Company

 

     16,034,168        92.785449        674,740        3.904540        572,000        3.310011  
               
2     

To consider and approve the election of Mr. Luo Zhaohui as a Non-employee Representative Supervisor of the fifth session of the Supervisory Committee of the Company

 

     16,616,864        96.157355        92,044        0.532634        572,000        3.310011  

The full text of the resolutions is set out in the circular and notice of the EGM dated 3 November 2017.

Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, in conjunction with King & Wood Mallesons, the Company’s PRC legal adviser, acted as scrutineers for the vote-taking at the EGM.

 

By Order of the Board
China Life Insurance Company Limited Heng Victor Ja Wei
Company Secretary

Hong Kong, 20 December 2017

As at the date of this announcement, the Board of the Company comprises:

 

Executive Directors:    Yang Mingsheng, Lin Dairen, Xu Hengping, Xu Haifeng
Non-executive Directors:    Wang Sidong, Liu Huimin, Yin Zhaojun
Independent Non-executive Directors:    Chang Tso Tung Stephen, Robinson Drake Pike,
   Tang Xin, Leung Oi-Sie Elsie

 

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