EX-99.1 2 d434536dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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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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