Form 6-K CHINA LIFE INSURANCE CO For: Oct 28
Commission File Number 001-31914
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
October�28, 2014
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China Life Insurance Company Limited
(Translation of registrant�s name into English)
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16 Financial Street
Xicheng District
Beijing 100033, China
Tel: (86-10) 6363-3333
(Address of principal executive offices)
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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-
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Commission File Number 001-31914
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On October�28, 2014, China Life Insurance Company Limited issued two announcements in Chinese, English translations of which are attached as Exhibit 99.1 and Exhibit 99.2 hereto.
EXHIBIT LIST
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Exhibit | �� | Description |
99.1 | �� | English translation of the announcement, dated October 28, 2014 |
99.2 | �� | English translation of the announcement, dated October 28, 2014 |
Commission File Number 001-31914
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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.
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� | � | � | China Life Insurance Company Limited | |||
� | � | � | (Registrant) | |||
� | � | By: | � | /s/ Lin Dairen | ||
� | � | � | (Signature) | |||
October�28, 2014 | � | � | Name: | � | Lin Dairen | |
� | � | Title: | � | President and Executive Director |
Commission File Number 001-31914
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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)
(the �Company�)
(Stock Code: 2628)
Announcement on the Resolutions of the Seventeenth Meeting of the Fourth Session of the Board of Directors of China Life Insurance Company Limited
The seventeenth meeting (the �Meeting�) of the fourth session of the Board of Directors (the �Board�) of China Life Insurance Company Limited (the �Company�) was held on October�28, 2014 at the Conference Room located at A18 of China Life Plaza, Beijing. The directors were notified of the Meeting by way of a written notice dated October�10, 2014. Out of the Company�s eleven directors, ten directors attended the Meeting in person, including Yang Mingsheng, chairman and executive director of the Company; Lin Dairen, Su Hengxuan and Miao Ping, executive directors of the Company; Zhang Xiangxian and Wang Sidong, non-executive directors of the Company; and Bruce D. Moore, Anthony Francis Neoh, Chang Tso Tung, Stephen and Huang Yiping, independent non-executive directors of the Company. Miao Jianmin, non-executive director of the Company, was on leave for business and authorized in writing, Zhang Xiangxian, non-executive director of the Company to act on his behalf and cast the votes for him. 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 People�s Republic of China and the provisions under relevant laws, administrative regulations, departmental rules, Articles of Association and Rules of Procedures for the Board of Directors of the Company.
The Meeting was presided over by Chairman Yang Mingsheng. The directors who attended the Meeting unanimously passed the following resolutions after sufficient review and discussion:
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1. | Passed the Proposal on the 2014 Third Quarter Report of the Company |
Voting result: 11 for, 0 against, with no abstention
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2. | Passed the Proposal on Nominating Ms.�Wu Xian as the Candidate for the Supervisor of the Thrid Session of Board of Supervisors of China Life Pension Company Limited |
Voting result: 11 for, 0 against, with no abstention
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3. | Passed the Proposal on Amendments to the Rules of Procedures for Meeting of Presidents (General Manager and Manager) |
Voting result: 11 for, 0 against, with no abstention
Commission File Number 001-31914
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4. | Passed the Proposal on the Signing of the Agreement for Entrusted Investment and Management of Alternative Investment of Insurance Fund between the Company and China Life Investment Holding Company Limited |
Affiliated directors, including Mr.�Yang Mingsheng, Mr.�Miao Jianmin, Mr.�Zhang Xiangxian and Mr.�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 related party transaction to the Shareholders� Meeting for approval. Please refer to a separate announcement filed on the same date of this announcement for the details of this transaction.
Voting result: 7 for, 0 against, with no abstention
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5. | Passed the Proposal on Convening the Second Extraordinary General Meeting of Shareholders for the Year 2014 |
Please refer to a separate announcement to be issued by the Company for the details of the Second Extraordinary General Meeting of Shareholders for the Year 2014
Voting result: 11 for, 0 against, with no abstention
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6. | Passed the Proposal on the Company�s Investment in Financial Products (including Trust Plans) and Authorization |
Voting result: 11 for, 0 against, with no abstention
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7. | Passed the Proposal on Approval for Conducting Investment in Preferred Shares |
Voting result: 11 for, 0 against, with no abstention
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8. | Passed the Proposal on the Affiliated Transaction and relevant matteres regarding investment in �Shangxin � Huarong Assest Collection and Fund Trust Plan� |
Affiliated directors, including Mr.�Yang Mingsheng, Mr.�Lin Dairen, Mr.�Miao Jianmin, Mr.�Zhang Xiangxian and Mr.�Wang Sidong, abstained from voting on this proposal. The independent directors gave their independent opinions and agreed on the proposal. Please refer to a separate announcement filed on the same date of this announcement for the details of this transaction.
Voting result: 6 for, 0 against, with no abstention
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9. | Passed the Proposal on the Company�s Plan of Investment in Self-Use Real Estate for 2015 |
Voting result: 11 for, 0 against, with no abstention
Board of Directors of China Life Insurance Company Limited
October�28, 2014
Commission File Number 001-31914
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Exhibit 99.2
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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)
(the �Company�)
(Stock Code: 2628)
Announcement on the Resolutions of the Fourteenth Meeting of the Fourth Session of the Board of Supervisors of China Life Insurance Company Limited
The fourteenth meeting (the �Meeting�) of the fourth session of the Board of Supervisors of the Company (the �Supervisory Board�) was held on October�28, 2014 at the conference room located at A16 of China Life Plaza. The supervisors were notified of the Meeting by way of a written notice dated October�10, 2014. Out of the Company�s five supervisors, four supervisors attended the Meeting in person, including Xia Zhihua, chairperson of the Supervisory Board, Shi Xiangming, Yang Cuilian and Xiong Junhong, supervisors of the Company. Li Xuejun, supervisor of the Company, was on leave for business and authorized in writing, Shi Xiangming, supervisor of the Company to act on his behalf and cast the votes for him. The time, venue and the manner in which the Meeting was convened are in accordance with the Company Law of the People�s Republic of China (the �PRC�) and the provisions under relevant laws, administrative regulations, departmental rules, the Company�s Articles of Association (the �AOA�) and Rules of Procedure for the Supervisory Board.
The Meeting was presided over by Chairperson Ms.�Xia Zhihua. The supervisors who were present passed the following resolutions unanimously after sufficient review and discussion:
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1. | Passed Proposal on the 2014 Third Quarter Report |
The Supervisory Board believes that: The preparation and review procedures of 2014 Third Quarter Report are in conformity with provisions under relevant laws, regulations, AOA and internal management regulations of the Company; the content and form of 2014 Third Quarter Report meet the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange; the information contained in the report reflects the operational, management and financial performance of the Company during the reporting period; no breach of confidentiality by any staff members who worked on the preparation and review of the 2014 Third Quarter Report was detected before this opinion was issued.
Voting result: 5 for, 0 against, with no abstention
Board of Supervisors of China Life Insurance Company Limited
October�28, 2014
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