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Form 6-K CHINA LIFE INSURANCE CO For: Dec 16

December 16, 2021 12:04 PM EST

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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 16, 2021

 

 

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 16, 2021, a copy of which is attached as Exhibit 99.1 hereto.

EXHIBIT LIST

 

Exhibit    Description
99.1    Announcement, dated December 16, 2021


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/ Su Hengxuan

        (Signature)
December 16, 2021     Name:   Su Hengxuan
      Title:   President and Executive Director

Commission File Number 001-31914

EXHIBIT 99.1

 

LOGO

中國人壽保險股份有限公司

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 2021

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 2021 (the “EGM” or “Meeting”) held on Thursday, 16 December 2021. All resolutions were duly passed.

VOTING RESULTS AT THE EGM

The EGM was held on Thursday, 16 December 2021 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, the total issued shares of the Company were 28,264,705,000. With respect to Resolution No. 4 proposed at the EGM, China Life Insurance (Group) Company holding a total of 19,323,530,000 shares of the Company, representing approximately 68.37% of the total issued shares of the Company, was required to abstain and had abstained from voting on such resolution, and the shares held by it were not counted towards the total number of shares entitling the shareholders to vote in respect of such resolution. As a result, independent shareholders holding a total of 8,941,175,000 shares of the Company, representing approximately 31.63% of the total issued shares of the Company, were entitled to attend and vote on Resolution No. 4 at the EGM. With respect to other resolutions proposed at 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 such resolutions at the EGM. Save as disclosed above, there were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM.

 

1


Shareholders and authorized proxies holding a total of 21,501,054,516 voting shares of the Company, representing 76.070331% 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 Rules for Shareholders’ Meetings of Listed Companies (《上市公司股東大會規則》), the Shanghai Stock Exchange Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies (上海證券交易所上市公司股東大會網絡投票實施細則》 ) and the Articles of Association of the Company.

 

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

     21,501,054,516  

including:

   total number of shares held by holders of A Shares      19,359,815,443  
  

total number of shares held by holders of H Shares

     2,141,239,073  

Percentage to the total number of shares with voting rights

     76.070331

including:

   percentage of shares held by holders of A Shares      68.494667
  

percentage of shares held by holders of H Shares

     7.575664

 

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. Su Hengxuan was elected by the Board to chair the Meeting. Six out of the ten Directors of the Company attended the Meeting, while Chairman of the Board and Executive Director Mr. Wang Bin, Executive Director Ms. Huang Xiumei, Non-executive Directors Mr. Yuan Changqing and Mr. Wang Junhui were unable to attend due to the epidemic prevention and control. One out of the five Supervisors of the Company attended the Meeting, while Chairman of the Board of Supervisors Mr. Jia Yuzeng, Supervisors Mr. Niu Kailong, Mr. Cao Qingyang and Mr. Lai Jun were unable to attend due to the epidemic prevention and control. Certain members of the Senior Management and the Board Secretary also attended the Meeting.

 

2


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 proposed amendments to the Procedural Rules for the Shareholders’ General Meetings

   Holders of A Shares      19,358,027,578        99.990765        1,787,865        0.009235        0        0.000000        19,359,815,443  
   Holders of H Shares      1,957,024,404        91.396819        183,780,484        8.582904        434,185        0.020277        2,141,239,073  
   Total      21,315,051,982        99.134914        185,568,349        0.863067        434,185        0.002019        21,501,054,516  
  

The resolution was duly passed as an ordinary resolution. The amendments to the Procedural Rules for the Shareholders’ General Meetings of the Company shall come into effect after the approval of the China Banking and Insurance Regulatory Commission is obtained.

 

2   

To consider and approve the proposed amendments to the Procedural Rules for the Board of Directors’ Meetings

   Holders of A Shares      19,359,804,743        99.999945        10,600        0.000054        100        0.000001        19,359,815,443  
   Holders of H Shares      2,140,153,873        99.949319        671,660        0.031368        413,540        0.019313        2,141,239,073  
   Total      21,499,958,616        99.994903        682,260        0.003173        413,640        0.001924        21,501,054,516  
  

The resolution was duly passed as an ordinary resolution. The amendments to the Procedural Rules for the Board of Directors’ Meetings of the Company shall come into effect after the approval of the China Banking and Insurance Regulatory Commission is obtained.

 

As a special resolution

 
3   

To consider and approve the proposed amendments to the Articles of Association

   Holders of A Shares      19,358,027,578        99.990765        1,787,765        0.009234        100        0.000001        19,359,815,443  
   Holders of H Shares      1,956,984,489        91.394955        183,659,064        8.577233        595,520        0.027812        2,141,239,073  
   Total      21,315,012,067        99.134729        185,446,829        0.862501        595,620        0.002770        21,501,054,516  
  

The resolution was duly passed as a special resolution. The amendments to the Articles of Association of the Company shall come into effect after the approval of the China Banking and Insurance Regulatory Commission is obtained.

 

As a supplemental ordinary resolution

 
4   

To consider and approve the Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds proposed to be entered into between the Company and China Life Investment Management Company Limited, the transactions contemplated thereunder and the annual caps for the three years ending 31 December 2024 relating thereto

   Holders of A Shares      36,021,043        99.271333        14,500        0.039961        249,900        0.688706        36,285,443  
   Holders of H Shares      2,137,706,418        99.835018        450,890        0.021058        3,081,765        0.143924        2,141,239,073  
   Total      2,173,727,461        99.825625        465,390        0.021373        3,331,665        0.153002        2,177,524,516  
  

The resolution was duly passed as an ordinary resolution.

 


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 Resolution No. 4 proposed at the EGM as follows:

 

     For      Against      Abstain  

Resolution

   No. of
Shares
Voted
     Percentage
%
     No. of
Shares
Voted
     Percentage
%
     No. of
Shares
Voted
     Percentage
%
 

As an ordinary resolution

                 

4 To consider and approve the Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds proposed to be entered into between the Company and China Life Investment Management Company Limited, the transactions contemplated thereunder and the annual caps for the three years ending 31 December 2024 relating thereto

     36,021,043        99.271333        14,500        0.039961        249,900        0.688706  

The full text of Resolutions No. 1 to No. 3 is set out in the circular and notice of the EGM dated 29 September 2021, and the full text of Resolution No. 4 is set out in the supplemental circular and supplemental notice of the EGM dated 30 November 2021.

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, 16 December 2021

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

 

Executive Directors:   

Wang Bin, Su Hengxuan, Li Mingguang, Huang Xiumei

Non-executive Directors:   

Yuan Changqing, Wang Junhui

Independent Non-executive Directors:   

Tang Xin, Leung Oi-Sie Elsie, Lam Chi Kuen, Zhai Haitao

 

4



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