6-K

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

December 15, 2022

China Life Insurance Company Limited

(Translation of registrant’s 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

China Life Insurance Company Limited issued an announcement on December 15, 2022, a copy of which is attached as Exhibit 99.1 hereto.

EXHIBIT LIST

Exhibit	Description
99.1	Announcement, dated December 15, 2022

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/ Zhao Peng
		(Signature)
December 15, 2022	Name:	Zhao Peng
	Title:	President and Executive Director

EX-99.1

Exhibit 99.1

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 THIRD EXTRAORDINARY

GENERAL MEETING 2022

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 third extraordinary general meeting 2022 (the “EGM” or “Meeting”) held on Thursday, 15 December 2022. All resolutions were duly passed.

VOTING RESULTS AT THE EGM

The EGM was held on Thursday, 15 December 2022 at 9:30 a.m. at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China.

As at the date of the EGM, 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 21,562,351,294 voting shares of the Company, representing 76.287197% 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 (《中華人民共和國公司法》), the Securities Law of the People’s Republic of China (《 中華人民共和國證券法》), the Rules for Shareholders’ Meetings of Listed Companies (《上市公司股東大會 規則》), the Self-regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 1 - Regulation of Operations (《上海證券交易所上市公司自律監管指引第1號—規範運作》) and the Articles of Association of the Company.

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Total number of shareholders and authorized proxies attending the Meeting	21
including:        number of holders of A Shares	20
number of holders of H Shares	1
Total number of shares with voting rights	21,562,351,294
including:        total number of shares held by holders of A Shares	19,363,785,676
total number of shares held by holders of H Shares	2,198,565,618
Percentage to the total number of shares with voting rights (%)	76.287197
including:        percentage of shares held by holders of A Shares (%)	68.508713
percentage of shares held by holders of H Shares (%)	7.778484

Note: The shareholders attending the Meeting include the shareholders who attended the onsite meeting and the holders of A Shares who attended the Meeting by way of online voting.

Executive Director Mr. Zhao Peng was elected by the Board to chair the Meeting. Six out of the eight Directors of the Company attended the Meeting, while Chairman of the Board and Executive Director Mr. Bai Tao and Non-executive Director Mr. Wang Junhui were unable to attend the Meeting due to other business commitments. All five Supervisors of the Company attended the Meeting. 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. Zhao Feng as a Non-executive Director of the seventh session of the Board of Directors of the Company	Holders of A Shares		19,362,518,398		99.993455		1,267,178		0.006544		100		0.000001		19,363,785,676
		Holders of H Shares		2,043,685,845		92.955417		154,475,447		7.026193		404,326		0.018390		2,198,565,618
		Total		21,406,204,243		99.275835		155,742,625		0.722289		404,426		0.001876		21,562,351,294
	The resolution was duly passed as an ordinary resolution. The qualification of Mr. Zhao Feng is subject to the approval of the China Banking and Insurance Regulatory Commission (the “CBIRC”).

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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
2	To consider and approve the election of Mr. Yu Shengquan as a Non-executive Director of the seventh session of the Board of Directors of the Company	Holders of A Shares		19,362,518,398		99.993455		1,267,178		0.006544		100		0.000001		19,363,785,676
		Holders of H Shares	2,043,683,845		92.955326		154,475,447		7.026193		406,326		0.018481		2,198,565,618
		Total	21,406,202,243		99.275825		155,742,625		0.722290		406,426		0.001885		21,562,351,294
	The resolution was duly passed as an ordinary resolution. The qualification of Mr. Yu Shengquan is subject to the approval of the CBIRC.
3	To consider and approve the election of Ms. Zhuo Meijuan as a Non-executive Director of the seventh session of the Board of Directors of the Company	Holders of A Shares		19,362,518,498		99.993456		1,267,178		0.006544		0		0.000000		19,363,785,676
		Holders of H Shares	2,038,938,848		92.739504		159,220,444		7.242015		406,326		0.018481		2,198,565,618
		Total	21,401,457,346		99.253820		160,487,622		0.744296		406,326		0.001884		21,562,351,294
	The resolution was duly passed as an ordinary resolution. The qualification of Ms. Zhuo Meijuan is subject to the approval of the CBIRC.

Pursuant to the relevant laws and regulations of the PRC, the Company announces the poll results of holders of A Shares 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. Zhao Feng as a Non-executive Director of the seventh session of the Board of Directors of the Company		38,988,398		96.851928		1,267,178		3.147824		100		0.000248
2	To consider and approve the election of Mr. Yu Shengquan as a Non-executive Director of the seventh session of the Board of Directors of the Company		38,988,398		96.851928		1,267,178		3.147824		100		0.000248
3	To consider and approve the election of Ms. Zhuo Meijuan as a Non-executive Director of the seventh session of the Board of Directors of the Company		38,988,498		96.852176		1,267,178		3.147824		0		0.000000

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The full text of the resolutions is set out in the circular and notice of the EGM dated 10 November 2022.

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, 15 December 2022

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

Executive Directors:	Bai Tao, Zhao Peng, Li Mingguang
Non-executive Director:	Wang Junhui
Independent Non-executive Directors:	Lam Chi Kuen, Zhai Haitao, Huang Yiping, Chen Jie

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