Form 6-K CHINA LIFE INSURANCE CO For: Dec 29
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�29, 2014
�
�
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��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
�
China Life Insurance Company Limited issued an announcement on December�29, 2014, a copy of which is attached as Exhibit 99.1 hereto.
EXHIBIT LIST
�
Exhibit | �� | Description |
99.1 | �� | Announcement, dated December 29, 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) | |||
December�29, 2014 | � | � | Name: Title: |
� | Lin Dairen President and Executive Director |
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
RESOLUTION PASSED
AT THE SECOND EXTRAORDINARY GENERAL MEETING 2014
�
� The board of directors (the �Board�) of China Life Insurance Company Limited (the �Company�) announces the poll results in respect of the resolution proposed at the second extraordinary general meeting 2014 (the �EGM�) held on Monday, 29�December 2014. The resolution was duly passed. � |
The EGM was held on Monday, 29�December 2014 at 10:00 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, the total number of shares of the Company in issue was 28,264,705,000. At the EGM, China Life Insurance (Group) Company, the controlling shareholder of the Company (holding 19,323,530,000 shares of the Company) was required to abstain and had abstained from voting on the resolution proposed at the EGM. As a result, only independent shareholders holding a total of 8,941,175,000 shares of the Company, representing approximately 31.63% of the total issued share capital of the Company, were entitled to attend and vote on the resolution proposed at the EGM. Save as above, there were no restrictions on any shareholder casting votes on the resolution proposed at the EGM.
The shareholders and authorized proxies holding an aggregate of 22,297,841,002 shares, representing 78.89% of the total voting shares of the Company, attended the EGM. The EGM was convened in accordance with the requirements of the applicable laws and regulations, the listing rules of the jurisdictions where the shares of the Company are listed, and the Articles of Association of the Company.
�
1
Total number of shareholders and authorized proxies present at the meeting |
�� | � | 18 | �� |
including: number of A Share holders |
�� | � | 17 | �� |
�����������������number of H Share holders |
�� | � | 1 | �� |
Total number of shares with voting rights |
�� | � | 22,242,994,887 | �� |
including: total number of shares held by A Share holders |
�� | � | 19,357,148,311 | �� |
�����������������total number of shares held by H Share holders |
�� | � | 2,885,846,576 | �� |
Percentage to the total number of shares with voting rights |
�� | � | 78.70 | %� |
including: percentage of shares held by A Share holders |
�� | � | 68.49 | %� |
�����������������percentage of shares held by H Share holders |
�� | � | 10.21 | %� |
Total number of A Share holders who attended the meeting by way of online voting |
�� | � | 53 | �� |
total number of shares with voting rights |
�� | � | 54,846,115 | �� |
percentage to the total number of shares with voting rights |
�� | � | 0.19 | %� |
The voting at the meeting was conducted by way of on-site voting and online voting, and was in compliance with the relevant provisions of the Company Law of the People�s Republic of China, the Shanghai Stock Exchange Implementation Rules for Online Voting at Shareholders� Meeting of Listed Companies and the Articles of Association of the Company.
Five out of the eleven Directors of the Company attended the meeting, while Executive Director Mr.�Su Hengxuan, Non-executive Directors Mr.�Zhang Xiangxian and Mr.�Wang Sidong, Independent Non-executive Directors Mr.�Bruce Douglas Moore, Mr.�Chang Tso Tung Stephen and Mr.�Huang Yiping were unable to attend due to other business commitments. The meeting was chaired by Mr.�Yang Mingsheng, the Chairman of the Board. Three out of the five Supervisors of the Company attended the meeting, while Supervisors Ms.�Yang Cuilian and Ms.�Xiong Junhong 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 resolution proposed at the EGM are as follows:
�
Resolution |
� | 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 an ordinary resolution |
� | � | � | � | � | � | � | |||||||||||||||||||||||
1 |
�� | To consider and approve the entrusted investment and management agreement for alternative investments with insurance funds proposed to be entered into between the Company and China Life Investment Holding Company Limited, the transactions thereunder, the annual cap calculated based on the investment management service fee and performance incentive fee, and the amount of assets to be entrusted for investment and management (including the amount for co-investments) | � | � | 2,956,640,299 | �� | � | � | 99.405889 | �� | � | � | 2,577,503 | �� | � | � | 0.086659 | �� | � | � | 15,093,200 | �� | � | � | 0.507452 | �� | � | � | 2,974,311,002 | �� |
�� | The resolution was duly passed as an ordinary resolution. | �� |
�
2
Pursuant to the relevant laws and regulations of China, the Company announces the poll results of A Share holders who individually or in aggregate hold less than 5% of the shares of the Company in respect of the resolution proposed at the EGM as follows:
�
Resolution |
� | 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 an ordinary resolution |
� | � | � | � | � | � | � | |||||||||||||||||||||||
1 |
�� | To consider and approve the entrusted investment and management agreement for alternative investments with insurance funds proposed to be entered into between the Company and China Life Investment Holding Company Limited, the transactions thereunder, the annual cap calculated based on the investment management service fee and performance incentive fee, and the amount of assets to be entrusted for investment and management (including the amount for co-investments) | � | � | 88,141,226 | �� | � | � | 99.634655 | �� | � | � | 0 | �� | � | � | 0.000000 | �� | � | � | 323,200 | �� | � | � | 0.365345 | �� | � | � | 88,464,426 | �� |
�� | The resolution was duly passed as an ordinary resolution. | �� |
The full text of the above resolution is set out in the circular and notice of the EGM dated 12�November 2014.
Computershare Hong Kong Investor Services Limited, the Company�s H Share registrar, in conjunction with King�& Wood Mallesons, the Company�s PRC legal advisers, 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, 29�December 2014
As at the date of this announcement, the Board comprises:
�
Executive Directors: | �� | Yang Mingsheng, Lin Dairen, Su Hengxuan, Miao Ping |
Non-executive Directors: | �� | Miao Jianmin, Zhang Xiangxian, Wang Sidong |
Independent�Non-executive�Directors: | �� | Bruce Douglas Moore, Anthony Francis Neoh, |
�� | Chang Tso Tung Stephen, Huang Yiping |
�
3
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Four ONDA Partners Earn Placement on D Magazine’s Best Lawyers List
- Atlas Salt Inc. Announces Release with Conditions under the Environmental Protection Act for the Great Atlantic Salt Project
- NovaBay Pharmaceuticals Receives a NYSE American Notice Regarding Stockholder Equity
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!