Form 6-K CHINA LIFE INSURANCE CO For: Nov 15

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

November 15, 2019

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 November 15, 2019, a copy of which is attached as Exhibit 99.1 hereto.

EXHIBIT LIST

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.

Commission File Number 001-31914

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)

ELECTION OF MR. ZHAO PENG AS AN EXECUTIVE DIRECTOR OF

THE SIXTH SESSION OF THE BOARD OF DIRECTORS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS’ MEETINGS

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH AMP

RENEWAL OF THE FRAMEWORK AGREEMENT FOR DAILY CONNECTED

TRANSACTIONS BETWEEN THE COMPANY AND CGB

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

The Extraordinary General Meeting of China Life Insurance Company Limited will be held at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China, on Thursday, 19 December 2019 at 9:00 a.m.. The notice, proxy form and reply slip of the Extraordinary General Meeting have been despatched to you on 1 November 2019.

Whether or not you are able to attend the Extraordinary General Meeting, you are advised to read the notice of Extraordinary General Meeting and to complete and return the proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form, together with the notarized power of attorney or any other authorization documents, should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited; and for holders of A Shares, the proxy form, together with the notarized power of attorney authorizing execution of the proxy form or any other authorization documents should be returned to the Company’s Board Office in person or by post not less than 24 hours (excluding any part of a day that is a public holiday) before the time appointed for convening the Extraordinary General Meeting (i.e. no later than 9:00 a.m. on 18 December 2019) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting or at any adjourned meeting if you so wish.

If you intend to attend the Extraordinary General Meeting in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or to the Company’s Board Office (for holders of A Shares) on or before Friday, 29 November 2019.

15 November 2019

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In this circular, unless the context otherwise requires, the following expressions have the following meanings:

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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)

15 November 2019

To the shareholders

Dear Sir or Madam,

On behalf of the Board of Directors, I invite you to attend the EGM to be held at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China, on Thursday, 19 December 2019 at 9:00 a.m.

The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

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Reference is made to the announcement of the Company dated 23 July 2019. On 23 July 2019, the Board of Directors considered and approved the proposal in relation to the nomination by CLIC of Mr. Zhao Peng as a candidate for the Executive Director of the sixth session of the Board of Directors. The proposal is hereby submitted to the EGM for consideration and approval.

The biographical details of Mr. Zhao Peng are set out below:

Mr. Zhao Peng, born in April 1972, became the Vice President of the Company in March 2018, and the person in charge of finance of the Company in July 2019. He served as an Assistant to the President of the Company from October 2017 to March 2018, and the General Manager of Zhejiang Branch of the Company from January 2015 to October 2017. From 2014 to 2015, he successively served as the Deputy General Manager (at the general manager level of the provincial branches) and the person-in-charge of Zhejiang Branch of the Company. From 2003 to 2014, he successively held various positions in CLIC, including the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager and the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager, the Deputy General Manager and the General Manager of the Finance and Accounting Department, and the General Manager of the Finance Department. From 1995 to 2003, Mr. Zhao Peng successively served as a staff member of the Capital Division, a staff member of the Financial Management Division, the Deputy Division Chief and the Division Chief of the Capital Division of the Planning and Finance Department of China Life Insurance Company. Mr. Zhao Peng graduated from Hunan College of Finance and Economics in July 1995, majoring in actuarial science with a bachelor’s degree in economics, from Central University of Finance and Economics in June 2002, majoring in finance with a master’s degree in economics, and from Tsinghua University in January 2007, majoring in business administration with a master’s degree in business administration.

The qualification of Mr. Zhao Peng as a Director is subject to the approval of the CBIRC. Mr. Zhao Peng will enter into a director’s service contract with the Company. His term of office shall be effective from the date of approval by the CBIRC and end on the expiry of the term of the sixth session of the Board of Directors. He is eligible for re-election upon expiry of his term.

As an Executive Director of the Company, Mr. Zhao Peng will not receive any director’s fee from the Company, but will receive corresponding remuneration in accordance with his position in the Company, including salary, bonus and allowance. The Company provides pension fund scheme for Executive Directors. The remuneration of the Executive Directors is determined by reference to the relevant remuneration system of the Company. The Nomination and Remuneration Committee of the Company is responsible for determining the annual remuneration scheme, which shall be subject to the approvals of the Board of Directors and the shareholders’ general meeting.

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Save as disclosed above, Mr. Zhao Peng has not held any directorships in other listed public companies in the last three years, does not hold any other position with the Company or any of its subsidiaries, and is not connected with any Directors, senior management or substantial or controlling shareholders of the Company. Mr. Zhao Peng does not have any interests in shares of the Company within the meaning of Part XV of the SFO.

Further, there is nothing in respect of the election of Mr. Zhao Peng that needs to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules nor is there anything that needs to be brought to the attention of the shareholders of the Company.

With the change of the external regulatory landscape, laws and regulations and regulatory requirements, the Company proposes to make amendments to the Articles of Association based on its governance practice and in accordance with the requirements of the Measures for the Administration of Connected Transactions of Insurance Companies 《( 保險公 司關聯交易管理辦法》) issued by the CBIRC (Yin Bao Jian Fa [2019] No. 35). The proposed amendments mainly include the following:

The Board of Directors puts forward to the EGM to consider and approve the proposed amendments to the Articles of Association, and to authorize the Chairman of the Board of Directors or any person(s) authorized by him to make such further amendments which in his/her opinion may be necessary or desirable in the process of obtaining the relevant regulatory approvals in accordance with the requirements of relevant regulatory bodies and the stock exchanges on which the Company is listed from time to time. The amendments to the Articles of Association shall come into effect after the approval from the CBIRC is obtained.

The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

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With the change of the external regulatory landscape, laws and regulations and regulatory requirements, the Company proposes to make amendments to the Procedural Rules for the Board of Directors’ Meetings in accordance with the requirements of the Measures for the Administration of Connected Transactions of Insurance Companies issued by the CBIRC (Yin Bao Jian Fa [2019] No. 35) and based on its governance practice. The proposed amendments mainly include the following:

The Board of Directors puts forward to the EGM to consider and approve the proposed amendments to the Procedural Rules for the Board of Directors’ Meetings, and to authorize the Chairman of the Board of Directors or any person(s) authorized by him to make such further amendments which in his/her opinion may be necessary or desirable in the process of obtaining the relevant regulatory approvals in accordance with the requirements of relevant regulatory bodies and the stock exchanges on which the Company is listed from time to time. The amendments to the Procedural Rules for the Board of Directors’ Meetings shall come into effect after the approval from the CBIRC is obtained.

The full text of the proposed amendments to the Procedural Rules for the Board of Directors’ Meetings is set out in Appendix II to this circular.

Reference is made to the announcements of the Company dated 27 October 2016, 27 December 2016 and 26 October 2017 and the circular of the Company dated 11 November 2016 in relation to the existing framework agreements entered into by each of the Company, Pension Company, CLIC, CLP&C and CLI with AMP. Such agreements will expire on 31 December 2019.

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The Company, Pension Company, CLIC, CLP&C and CLI propose to continue the daily transactions with AMP, which mainly include the subscription and redemption of fund products, after expiry of the existing framework agreements. As such, the Company, Pension Company, CLIC, CLP&C and CLI propose to enter into the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement with AMP, respectively. Such transactions constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules, and are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

After the approval from the Independent Shareholders is obtained at the EGM, the parties will enter into the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement, which will contain substantially the same terms as those to be approved by the Independent Shareholders at the EGM. Any material amendment or change in the terms will be subject to the approval by the Independent Shareholders.

The Independent Board Committee comprising all Independent Non-executive Directors has been established to advise the Independent Shareholders as to whether the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto) are conducted by the Group in its ordinary and usual course of business, on normal commercial terms, in the interests of the Company and its shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto). Accordingly, your attention is drawn to the letter from the Independent Board Committee set out on pages 41 to 42 of this circular and the letter from Messis Capital set out on pages 43 to 93 of this circular. Your attention is also drawn to the general information set out in Appendix III to this circular.

COMPANY FRAMEWORK AGREEMENT

Parties

The Company

AMP

Scope of Transactions

Under the Company Framework Agreement, the Company and AMP will enter into certain daily transactions, including:

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Pricing and Payment

Pricing of the transactions under the Company Framework Agreement shall be determined by the parties through arm’s length negotiations with reference to the industry practices and in accordance with the following pricing principles:

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Term

Subject to the execution of the Company Framework Agreement by the parties and the approval of the Independent Shareholders at the EGM, the Company Framework Agreement shall commence on 1 January 2020 and end on 31 December 2022. During the term of the Company Framework Agreement, the parties will from time to time enter into specific agreements in respect of the transactions, which shall be subject to the terms stipulated in the Company Framework Agreement.

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Historical Figures

The historical transaction amounts of the above transactions between the Company and AMP for the two years ended 31 December 2018 and for the six months ended 30 June 2019 are as follows:

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Annual Caps

The Company estimates that the annual caps for the transactions under the Company Framework Agreement for the three years ending 31 December 2022 will be as follows:

PENSION COMPANY FRAMEWORK AGREEMENT

Parties

Pension Company

AMP

Scope of Transactions

Under the Pension Company Framework Agreement, Pension Company and AMP will enter into certain daily transactions, including:

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Pricing and Payment

Pricing of the transactions under the Pension Company Framework Agreement shall be determined by the parties through arm’s length negotiations with reference to the industry practices and in accordance with the following pricing principles:

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Term

Subject to the execution of the Pension Company Framework Agreement by the parties and the approval of the Independent Shareholders at the EGM, the Pension Company Framework Agreement shall commence on 1 January 2020 and end on 31 December 2022. During the term of the Pension Company Framework Agreement, the parties will from time to time enter into specific agreements in respect of the transactions, which shall be subject to the terms stipulated in the Pension Company Framework Agreement.

Historical Figures

The historical transaction amounts of the above transactions between Pension Company and AMP for the two years ended 31 December 2018 and for the six months ended 30 June 2019 are as follows:

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Annual Caps

The Company estimates that the annual caps for the transactions under the Pension Company Framework Agreement for the three years ending 31 December 2022 will be as follows:

CLIC FRAMEWORK AGREEMENT

Parties

CLIC

AMP

Scope of Transactions

Under the CLIC Framework Agreement, CLIC and AMP will enter into certain daily transactions, including:

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Pricing and Payment

Pricing of the transactions under the CLIC Framework Agreement shall be determined by the parties through arm’s length negotiations with reference to the industry practices and in accordance with the following pricing principles:

Term

Subject to the execution of the CLIC Framework Agreement by the parties and the approval of the Independent Shareholders at the EGM, the CLIC Framework Agreement shall commence on 1 January 2020 and end on 31 December 2022. During the term of the CLIC Framework Agreement, the parties will from time to time enter into specific agreements in respect of the transactions, which shall be subject to the terms stipulated in the CLIC Framework Agreement.

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Historical Figures

The historical transaction amounts of the above transactions between CLIC and AMP for the two years ended 31 December 2018 and for the six months ended 30 June 2019 are as follows:

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Annual Caps

The Company estimates that the annual caps for the transactions under the CLIC Framework Agreement for the three years ending 31 December 2022 will be as follows:

CLP&C FRAMEWORK AGREEMENT

Parties

CLP&C

AMP

Scope of Transactions

Under the CLP&C Framework Agreement, CLP&C and AMP will enter into certain daily transactions, including:

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Pricing and Payment

Pricing of the transactions under the CLP&C Framework Agreement shall be determined by the parties through arm’s length negotiations with reference to the industry practices and in accordance with the following pricing principles:

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Term

Subject to the execution of the CLP&C Framework Agreement by the parties and the approval of the Independent Shareholders at the EGM, the CLP&C Framework Agreement shall commence on 1 January 2020 and end on 31 December 2022. During the term of the CLP&C Framework Agreement, the parties will from time to time enter into specific agreements in respect of the transactions, which shall be subject to the terms stipulated in the CLP&C Framework Agreement.

Historical Figures

The historical transaction amounts of the above transactions between CLP&C and AMP for the two years ended 31 December 2018 and for the six months ended 30 June 2019 are as follows:

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Annual Caps

The Company estimates that the annual caps for the transactions under the CLP&C Framework Agreement for the three years ending 31 December 2022 will be as follows:

CLI FRAMEWORK AGREEMENT

Parties

CLI

AMP

Scope of Transactions

Under the CLI Framework Agreement, CLI and its subsidiaries will enter into certain daily transactions with AMP and its subsidiaries, including:

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Pricing and Payment

Pricing of the transactions under the CLI Framework Agreement shall be determined by the parties through arm’s length negotiations with reference to the industry practices and in accordance with the following pricing principles:

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Term

Subject to the execution of the CLI Framework Agreement by the parties and the approval of the Independent Shareholders at the EGM, the CLI Framework Agreement shall commence on 1 January 2020 and end on 31 December 2022. During the term of the CLI Framework Agreement, the parties will from time to time enter into specific agreements in respect of the transactions, which shall be subject to the terms stipulated in the CLI Framework Agreement.

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Historical Figures

The historical transaction amounts of the above transactions between CLI and AMP for the two years ended 31 December 2018 and for the six months ended 30 June 2019 are as follows:

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Annual Caps

The Company estimates that the annual caps for the transactions under the CLI Framework Agreement for the three years ending 31 December 2022 will be as follows:

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BASIS FOR THE ANNUAL CAPS

Since 2017, the financial market has become more severe and challenging. Fund products have seen a significant decline in yield rate, which made them less appealing to insurance funds. As a result, the size of investment made by insurance funds in fund products has been decreasing year by year, and the historical transaction amounts derived from the investment by the Company, Pension Company, CLIC, CLP&C and CLI in fund products managed by AMP, as well as the management of assets by AMP under the entrustment of the above companies, were relatively low.

With the steady development of the Chinese economy and the increasing liquidity of the capital market, it is expected that the rate of return on asset investment will grow gradually, and the Company, Pension Company, CLIC, CLP&C and CLI will make more investment in fund products and speed up their pace and effort in entrusted asset management. Benefitted from the economic recovery and the ongoing development of the Group, the size of insurance funds managed by the Company, Pension Company, CLIC, CLP&C and CLI will continue to increase, and the demand for fund products and entrusted asset management services will grow rapidly.

In addition, both the size of asset management and the investment management ability of AMP have been on the rise year by year. AMP has been expanding its business rapidly since its inception in October 2013. Currently, AMP has obtained the business qualifications in relation to the management of public funds, asset management for specific clients and QDII business, etc. As at 30 June 2019, the total size of its asset management was approximately RMB207 billion, of which the size of the public funds under its management was approximately RMB153.9 billion and the size of asset management for specific accounts was approximately RMB53.1 billion. After deducting monetary currency and short-term wealth management bond funds, the size of asset management of AMP was approximately RMB74.6 billion, ranking 25th among 135 fund companies and making it one of the most fast-growing fund companies established after 2006. AMP has established well-developed product lines, including money market funds, equity funds, bond funds, commingled funds, composite index funds and industry index funds, which enables it to offer comprehensive and professional asset management services for various insurance companies. With the continuous improvement of the product lines of AMP and the enhancement of its investment management ability, it is expected that the Company, Pension Company, CLIC, CLP&C and CLI will invest more insurance funds in the products of AMP.

For the above reasons, the annual caps for the transactions under the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, CLP&C Framework Agreement and the CLI Framework Agreement for the three years ending 31 December 2022 have increased significantly as compared to the historical transaction amounts.

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Subscription and Redemption of Fund Products

In determining the annual caps in respect of the subscription and redemption of fund products, the parties have taken into account the estimated amount of the AMP fund products to be held by the Company, Pension Company, CLIC, CLP&C and CLI in the next three years, the frequency and fee rate of subscription and redemption of the fund products, and the expected development of the PRC insurance industry and the PRC fund market.

As a cash management tool, money market fund is an important type of investments available for insurance funds and meets the safety requirements applicable to investment by insurance funds. Therefore, in calculating the annual caps for the subscription and redemption of fund products, the parties regard the money market funds as the main type of fund products for subscription and redemption, and calculate the cumulative amount of subscription of the key money market funds in the market for the years of 2017 and 2018 as a percentage of their annual average size (i.e. subscription multiple) and assume the re demption multiple to be same as the subscription multiple. Based on the amount of the AMP fund products currently held by the Company, Pension Company, CLIC, CLP&C and CLI and their respective investment scale, the parties estimate the amount of the AMP fund products to be held by each of them in the next three years (being no more than RMB15 billion for the Company and no more than RMB2 billion for each of Pension Company, CLIC, CLP&C and CLI for each of the next three years), which is multiplied by the subscription multiple and the redemption multiple, respectively, to work out the annual cumulative amount of the subscription and redemption of fund products.

In addition, in determining the relevant annual caps under the Company Framework Agreement, the Company has also taken into account its scale of investment in fund products (including those managed by AMP and other parties) of approximately RMB101 billion as at 31 December 2017 and approximately RMB106 billion as at 31 December 2018, and estimated that its overall demand for fund products in the next three years will maintain at a similar level.

Sales Agency Services

In determining the annual caps in respect of the sales commission fee and client maintenance fee, the Company and AMP have taken into account the expected structure of the AMP fund products, the estimated sales volume of the fund products, the estimated fees of the transactions, as well as the expected business growth in the relevant years.

Each type of the fund products has different rates for sales commission fee and client maintenance fee. Therefore, in calculating the annual caps for the sales commission fee and the client maintenance fee, the parties determine the percentage of various types of the AMP fund products to be sold by the Company in the next three years through the analysis of the structure of the current fund products of AMP and its future product planning. Taking into account the potential improvement of its sales ability, the Company estimates that the volume of the AMP fund products to be sold by the Company will be no more than RMB70 billion for the year ending 31 December 2020 and assumes an annual growth rate of approximately 15% for each of the two years ending 31 December 2022. The Company has also made reference to the relevant rates applicable to various types of fund products as published by Wind Information Co., Ltd, an independent integrated financial data service provider in China, as well as the rates charged by the Company to independent third parties in similar transactions, to determine the annual caps for the sales commission fee and the client maintenance fee.

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Asset Management Services

In determining the annual caps in respect of the management fee (including performance-based fee) for the asset management for specific clients, the parties have taken into account the scale of assets under entrusted management in the next three years, the fee structure, the estimated management fee rate, the estimated performance of the assets under management, the expected development of the PRC insurance industry, as well as the expected business growth in the relevant years.

The management fee for the asset management for specific clients is determined based on the characteristics of asset management plans, and the key considerations include factors such as the scope and strategy of investment, and the structure of products. The management fee for the asset management for specific clients consists of fixed management fee and performance-based fee. The parties determined the rate of fixed management fee and the provision ratio of performance-based fee through the analysis of their previous asset management contracts and the asset management contracts entered into between AMP and independent third parties, and with reference to the key investment approach of the Company, Pension Company, CLIC, CLP&C and CLI.

The parties have also estimated their respective scale of assets under entrusted management by AMP in the next three years, in particular, the scale of assets of the Company under entrusted management by AMP is expected to be no more than RMB30 billion, RMB40 billion and RMB50 billion for the three years ending 31 December 2022, respectively, and the scale of assets of each of Pension Company, CLIC, CLP&C and CLI under entrusted management by AMP is expected to be no more than RMB10 billion for each of the three years ending 31 December 2022.

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Advisory Services

In determining the annual caps in respect of the advisory fee for the advisory services, AMP and CLI have taken into account the pricing standards of similar advisory services in the domestic market, and the estimated scope of professional services and workload in the next three years. The parties have analyzed their respective licensing advantages and characteristics, determined the major type of advisory services to be provided, i.e. the advisory service regarding non-standard debt products, and analyzed and calculated the range and standards of advisory fee rate with reference to the similar products in the market and their previous transactions involving the provision of similar advisory services.

Other Daily Transactions

In determining the annual caps in respect of the fees for other daily transactions, the parties have taken into account various factors, including the number of employees of AMP, the insurance expenditure per person, the estimated rent of office space, the demand for information system services and promotional and referral services, as well as the expected future business development between the parties in other relevant aspects.

PRICING BASIS AND INTERNAL CONTROL PROCEDURES

Subscription and Redemption of Fund Products

For the subscription and redemption of fund products under each of the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement, the parties shall determine the price for the subscription or redemption of fund products based on the unit net price of the fund products on the date of the subscription or redemption, which is calculated by dividing the net asset value of the fund products by the total number of the fund units. The net asset value of the fund products is determined based on the China Accounting Standards for Business Enterprises and in accordance with the relevant requirements of the CSRC and the Asset Management Association of China (中國證券投資基金業協會), and taking into account the fund portfolio consisting of securities, bank deposits, receivables and other investments. The calculation of the unit net price of the fund products is set forth in the relevant fund contract and prospectus, and equally applies to all investors of the fund products. Pursuant to the relevant PRC laws and regulations, the unit net price of the fund products determined by fund managers, such as AMP, shall be reviewed and examined by the relevant fund custodian bank and publicly disclosed on the relevant fund manager ’s website and the designated media of the CSRC.

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In connection with the subscription and redemption of fund products, each of the Company, Pension Company, CLIC, CLP&C and CLI shall pay to AMP the subscription fee or redemption fee at the rate prescribed in the relevant fund contract and prospectus, which is based on an average market rate. Such average market rate is calculated by referencing the subscription fees or redemption fees of fund products of a similar type in the market, as disclosed in the publicly-available fund contracts and prospectuses. Such publicly-available information is compiled by Wind Information Co., Ltd, and the Group pays a fee to access the compiled information. The subscription fee and redemption fee of the fund products are set forth in the relevant fund contract and prospectus, and equally apply to all investors of the fund products. Pursuant to the relevant PRC laws and regulations, the fund contract and prospectus shall be registered with the CSRC and publicly disclosed on the fund manager’s website and the designated media of the CSRC.

Sales Agency Services, Asset Management Services, Advisory Services and Other

Daily Transactions

In determining the prices for the sales agency services, asset management services, advisory services and other daily transactions, the business departments of the Group usually obtains two or more reference prices from various independent companies offering/purchasing identical or similar services/products.

In particular, the price for purchase of insurance products under other daily transactions is determined by the Company, Pension Company and CLP&C with reference to the prices of insurance products of a similar type in the market, and such price equally applies to all purchasers of the insurance products (including AMP). In addition, in determining the rent for the leasing of office space by AMP from the Company under the Company Framework Agreement, the Company will make reference to the rents of similar types of office space in the surrounding area as quoted by real estate agents.

Having obtained the various reference prices, the business departments of the Group will determine the prices for the relevant transactions after comparing the historical performance, service quality, risk control capability and prices offered by independent third parties and AMP. Such prices will then be reported to the internal control and legal departments of the Group. The business departments will generally conduct periodic checking once a year to ascertain whether the terms of the Listco Group Transactions and the CLIC Group Transactions are comparable to those of the relevant transactions that are conducted by the Group with independent third parties and of the relevant transactions in the market from time to time. The Company considers that the methods and procedures adopted above can ensure that the prices and the terms of the Listco Group Transactions and the CLIC Group Transactions will be no less favourable than those entered into by the Group with independent third parties.

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REASONS FOR AND BENEFITS OF THE LISTCO GROUP TRANSACTIONS AND THE CLIC GROUP TRANSACTIONS

The investment by the Company and Pension Company in fund products managed by AMP will be conducive to the Group’s expansion of the types and scope of investments by insurance funds and the diversification of its fund investment portfolios. Comparing with fund products offered by other fund companies in the market, the Group is more familiar with the investment management ability of AMP and has a closer cooperative relationship with AMP, which will help enhance the efficiency of investments and facilitate the development of investment business among members of the Group. The sale of AMP fund products by the Company will diversify the Group’s product portfolio, offer more investment alternatives for its customers, increase the customer loyalty, promote the development of comprehensive financial business and help enhance the ability of sale agents in selling financial products, with a view to developing new businesses and broadening income stream of the Group during its daily operations. In addition, the sale of AMP fund products by the Company can facilitate AMP’s expansion of the size of its managed assets and increase its operating profits, thus enhancing the profitability of the Group. The investment by CLIC, CLP&C and CLI in fund products managed by AMP will diversify the investor portfolio of AMP, and increase the scale of assets under management by AMP and the management fee income of AMP.

The management of assets by AMP under the entrustment of the Company, Pension Company, CLIC, CLP&C and CLI will be conducive to the consolidation of investment resources within the China Life system, and will also help AMP increase its experience in the provision of entrusted asset management services to entities outside the system. The development of AMP (an indirect non-wholly owned subsidiary of the Company) will be conducive to the overall business development of the Group, and will bring better investment returns for the shareholders of the Company.

In addition, the mutual provision of advisory services between AMP and CLI will help enhance each other’s comprehensive investment management capability, push forward the innovation of their business model and exert their strength and characteristics.

The Directors (including the Independent Non-executive Directors) are of the view that the Listco Group Transactions and the CLIC Group Transactions are conducted by the Group in its ordinary and usual course of business, on normal commercial terms, are fair and reasonable and in the interests of the Company and its shareholders as a whole, and that the annual caps of the Listco Group Transactions and the CLIC Group Transactions are fair and reasonable.

As Mr. Wang Bin, Mr. Su Hengxuan, Mr. Yuan Changqing, Mr. Liu Huimin and Mr. Yin Zhaojun are directors or senior management members of CLIC and/or its subsidiaries, they have abstained from voting on the resolutions in respect of the Listco Group Transactions and the CLIC Group Transactions at the meeting of the Board.

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HONG KONG LISTING RULES IMPLICATIONS

CLIC, the controlling shareholder of the Company, currently holds 19,323,530,000 shares of the Company, representing approximately 68.37% of the issued share capital of the Company, and is a connected person of the Company. As CLIC holds 60% of the equity interest in CLP&C and 100% of the equity interest in CLI, each of CLP&C and CLI is an associate of CLIC and therefore a connected person of the Company. As such, the CLIC Group Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. Given that the relevant applicable percentage ratios as set out in the Hong Kong Listing Rules represented by the aggregate annual caps of the CLIC Group Transactions are more than 5%, the CLIC Group Transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

Pension Company is a non-wholly owned subsidiary of the Company. AMC, a non-wholly owned subsidiary of the Company, is held as to 40% by CLIC and is therefore a connected subsidiary of the Company. AMP is a non-wholly owned subsidiary of AMC and is therefore also a connected subsidiary of the Company. As such, the Listco Group Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. Given that the relevant applicable percentage ratios as set out in the Hong Kong Listing Rules represented by the aggregate annual caps of the Listco Group Transactions are more than 5%, the Listco Group Transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

The Company proposes to seek approval from the Independent Shareholders at the EGM in respect of the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto). In view of CLIC’s interests in the Listco Group Transactions and the CLIC Group Transactions, CLIC and its associates will abstain from voting at the EGM to approve the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto).

GENERAL INFORMATION

The Company is one of the leading life insurance companies in the PRC. It offers personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as all types of personal insurance services, consulting business and agency business, sales of securities investment fund, and other businesses permitted by the CBIRC.

Pension Company is principally engaged in group and individual pension insurance and annuity business, short-term medical insurance business, personal accident insurance, re-insurance in connection with the above insurance businesses, other fund applications permitted under the PRC laws and regulations and other businesses approved by the CBIRC.

– 33 –

AMP, a fund management company approved by the CSRC, was established by AMC and AMP Capital on 29 October 2013. It has a registered capital of RMB1,288 million. The business scope of AMP includes fund raising, fund sale, asset management and other businesses permitted by the CSRC.

CLIC, the controlling shareholder of the Company, offers insurance policies to groups and individuals, which are managed by the Company under the policy management agreements.

CLP&C is principally engaged in insurance business and its scope of business includes: property and casualty insurance, liability insurance, credit and guarantee insurance, short-term health insurance and accidental injury insurance, re-insurance in connection with the above insurance businesses, insurance fund application business permitted under the PRC laws and regulations and other businesses approved by the CBIRC.

CLI is a company established under the laws of the PRC with limited liability and is primarily engaged in the businesses of investment, investment management and asset management. It has a registered capital of RMB3,700 million.

The Company and its subsidiaries have been entering into daily connected transactions with CGB on normal commercial terms in the ordinary course of business of the Company. The framework agreement for daily connected transactions entered into between the Company and CGB in 2017 (the “2017-2019 Framework Agreement”) will expire on 31 December 2019. In order to enhance the operational efficiency of the various types of daily transactions subject to compliance with the regulatory rules of the relevant listing jurisdictions, the Company intends to continue to enter into the framework agreement for daily connected transactions with CGB (the “2020-2022 Framework Agreement”).

Identification of Connected Persons

As Mr. Wang Bin, the Chairman of the Board of the Company, concurrently serves as the chairman of the board of directors of CGB, Mr. Yin Zhaojun, a Non-executive Director of the Company, concurrently serves as the president of CGB, and Mr. Zhao Lijun (who was a Vice President of the Company in the past 12 months) concurrently serves as a director of CGB, pursuant to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), CGB constitutes a connected legal person of the Company under the SSE Listing Rules, but does not constitute a connected person of the Company under the Hong Kong Listing Rules. Any daily transaction between the Company and its subsidiaries (as a party) and CGB (as the other party) constitutes a daily connected transaction within the meaning of the SSE Listing Rules, but does not constitute a connected transaction within the meaning of the Hong Kong Listing Rules.

– 34 –

Particulars of Historical Daily Connected Transactions

Based on the information publicly disclosed by the Company in its annual reports and interim reports, the daily connected transactions between the Company and CGB in the past three years are set out below:

– 35 –

The maximum balance of the deposit placed by the Company at CGB and the maximum balance of the financial market and peer connected transactions on any particular day of 2017, 2018 and the first half of 2019 did not exceed the cap stipulated in the 2017-2019 Framework Agreement, and the cumulative amount of all types of connected transactions between the Company and CGB in 2017, 2018 and the first half of 2019 did not exceed the cap stipulated in the 2017-2019 Framework Agreement.

Salient Terms of the 2020-2022 Framework Agreement

The 2020-2022 Framework Agreement is basically consistent with the 2017-2019 Framework Agreement in the aspects of overall structure, type and statistical method of transactions, and includes ten categories of transactions, namely, “deposit”, “financial market and peer”, “financing”, “investment and wealth management”, “co-investment”, “enterprise annuity”, “asset management and investment consultation”, “entrustment”, “agency” and “other daily connected transactions”. Types of individual transactions and their scope have been expanded in light of the businesses that have been conducted or may be conducted in the future by the Company and its subsidiaries with CGB. The cap for the amounts of the various types of transactions are set out below:

– 36 –

– 37 –

In accordance with the nature of business, amount and term of transactions, market situation, the relevant PRC policies and requirements, as well as the applicable industry practices, and based on the analysis and review on the policy, basis and fairness of pricing for specific businesses, the pricing of connected transactions shall be determined through consultation on the basis of the principles of compliance and fairness, and the conditions of the connected transactions shall not be more favourable to connected persons than those applicable to similar transactions with non-connected parties.

The 2020-2022 Framework Agreement will be effective for a term of three years from 1 January 2020 to 31 December 2022 after it is signed and sealed by the legal representatives or authorized agents of both parties.

– 38 –

Impact of the 2020-2022 Framework Agreement on the Company

CGB, as a joint stock commercial bank, may provide a wide range of financial services. The daily connected transactions between the Company and CGB are conducted by the Company in its ordinary course of business, and are conducive to the promotion of its strategic cooperation with CGB and the development of its main business of insurance and investment. Subject to compliance with the disclosure and approval requirements under the regulatory rules including the SSE Listing Rules, setting the caps for the amounts of the daily connected transactions by way of framework agreement is conducive to the enhancement of efficiency of decision-making and implementation of the daily connected transactions, and is in the interests of the Company and its shareholders as a whole.

This resolution was considered and approved at the tenth meeting of the Audit Committee under the sixth session of the Board and the twentieth meeting of the sixth session of the Board. As the caps in respect of the transactions contemplated under the 2020-2022 Framework Agreement exceed the threshold that triggers shareholders’ approval requirement for daily connected transactions under the SSE Listing Rules, the resolution in respect of the 2020-2022 Framework Agreement and the annual caps for such transactions is hereby submitted to the EGM for consideration and approval.

The notice, proxy form and reply slip of the EGM have been despatched to you on 1 November 2019.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form, together with the notarized power of attorney or any other authorization documents, should be returned to Computershare Hong Kong Investor Services Limited; and for holders of A Shares, the proxy form, together with the notarized power of attorney authorizing execution of the proxy form or any other authorization documents should be returned to the Company’s Board Office in person or by post not less than 24 hours (excluding any part of a day that is a public holiday) before the time appointed for convening the EGM (i.e. no later than 9:00 a.m. on 18 December 2019) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or to the Company’s Board Office (for holders of A Shares) on or before Friday, 29 November 2019.

– 39 –

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM.

The Board considers that all resolutions proposed for consideration and approval by the shareholders at the EGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the shareholders of the Company to vote in favour of all the proposed resolutions at the EGM.

Yours faithfully,

Wang Bin

Chairman

– 40 –

CHINA LIFE INSURANCE COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2628)

15 November 2019

To the Independent Shareholders

Dear Sir or Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH AMP

We refer to the circular of the Company dated 15 November 2019 (the “Circular”), of which this letter forms part. Terms defined in the Circular have the same meanings in this letter unless the context otherwise requires.

We have been appointed as the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto) are conducted by the Group in its ordinary and usual course of business, on normal commercial terms, in the interests of the Company and its shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto).

We wish to draw your attention to the letter from the Board set out on pages 5 to 40 of the Circular, and the letter from Messis Capital to the Independent Board Committee and the Independent Shareholders set out on pages 43 to 93 of the Circular which contains its opinion in respect of the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto).

– 41 –

Having taken into account the advice of Messis Capital and its recommendation in relation thereto, we consider that the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto) are conducted by the Group in its ordinary and usual course of business, on normal commercial terms, in the interests of the Company and its shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend that you vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto).

Yours faithfully,

the Independent Board Committee of

China Life Insurance Company Limited

Chang Tso Tung Stephen

Robinson Drake Pike

Tang Xin

Leung Oi-Sie Elsie

– 42 –

The following is the full text of the letter from Messis Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the Listco Group Transactions and the CLIC Group Transactions and the respective proposed annual caps, for the purpose of inclusion in this circular.

15 November 2019

  China Life Insurance Company Limited

Dear Sir or Madam,

RENEWAL OF

CONTINUING CONNECTED TRANSACTIONS

WITH AMP

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the Listco Group Transactions and the CLIC Group Transactions, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular of the Company to the Shareholders dated 15 November 2019 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Reference is made to the announcements of the Company dated 27 October 2016, 27 December 2016 and 26 October 2017 and the circular of the Company dated 11 November 2016. Each of the Company, Pension Company, CLIC and CLP&C entered into the existing framework agreements (collectively the “2016 Framework Agreements”) with AMP, respectively. The 2016 Framework Agreements were approved by the then independent shareholders of the Company at the extraordinary general meeting held on 27 December 2016. On 20 December 2017, CLI entered into the existing framework agreement with AMP (the “2017 CLI Framework Agreement”). As stated in the announcement dated 22 August 2019, after expiry of the 2016 Framework Agreements and the 2017 CLI Framework Agreement, the Company, Pension Company, CLIC, CLP&C and CLI propose to continue the daily transactions with AMP, which include the subscription and redemption of fund products, sales agency services, asset management services, advisory services and/or other services. As such, the Company, Pension Company (collectively the “Listco Group”), CLIC, CLP&C and CLI (collectively the “CLIC Group”) propose to enter into the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement with AM P, respectively. After the approval from the Independent Shareholders is obtained at the EGM, the parties will enter into the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement, which will contain substantially the same terms as those to be approved by the Independent Shareholders at the EGM. Any material amendment or change in the terms will be subject to the approval by the Independent Shareholders.

– 43 –

CLIC, the controlling shareholder of the Company, currently holds 19,323,530,000 shares of the Company, representing approximately 68.37% of the issued share capital of the Company, and is a connected person of the Company. As CLIC holds 60% of the equity interest in CLP&C and 100% equity interest in CLI, each of CLP&C and CLI is an associate of CLIC and therefore a connected person of the Company. As such, the CLIC Group Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the relevant applicable percentage ratios as set out in the Listing Rules represented by the aggregate annual caps of the CLIC Group Transactions are more than 5%, the CLIC Group Transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Pension Company is a non-wholly owned subsidiary of the Company. AMC, a non-wholly owned subsidiary of the Company, is held as to 40% by CLIC and is therefore a connected subsidiary of the Company. AMP is a non-wholly owned subsidiary of AMC and is therefore also a connected subsidiary of the Company. As such, the Listco Group Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the relevant applicable percentage ratios as set out in the Listing Rules represented by the aggregate annual caps of the Listco Group Transactions are more than 5%, the Listco Group Transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee (comprising all of the Independent Non-executive Directors, namely Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie) has been established to advise the Independent Shareholders in relation to the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto). We, Messis Capital Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

As Mr. Wang Bin, Mr. Su Hengxuan, Mr. Yuan Changqing, Mr. Liu Huimin and Mr. Yin Zhaojun are directors or senior management members of CLIC and/or its subsidiaries, they have abstained from voting on the resolutions in respect of the Listco Group Transactions and the CLIC Group Transactions at the meeting of the Board.

In view of CLIC’s interests in the Listco Group Transactions and the CLIC Group Transactions, CLIC and its associates will abstain from voting at the EGM to approve the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto).

– 44 –

As at the Latest Practicable Date, we did not have any relationships with or interests in the Company and any other parties that could reasonably be regarded as relevant to our independence. During the last two years, we have not acted as the independent financial adviser on any other transactions for the Company. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no arrangement exists whereby we will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence and we are independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR ADVICE AND RECOMMENDATIONS

In arriving at our recommendations, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and the management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company for which they are solely and wholly responsible, are true and accurate at the time they were made and will continue to be accurate as at the Latest Practicable Date. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Company.

The Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement therein or the document misleading.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any material facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Company, the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group and any parties in relation to the Listco Group Transactions and the CLIC Group Transactions.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Listco Group Transactions and the CLIC Group Transactions (including the annual caps relating thereto). Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

– 45 –

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinions and recommendations, we have taken the following principal factors and reasons into consideration:

The Company is one of the leading life insurance companies in the PRC and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies. The Company is one of the largest institutional investors in the PRC, and becomes one of the largest insurance asset management companies in the PRC through its controlling shareholding in AMC.

The Company offers personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses. The Company is a leading provider of individual and group life insurance, annuity products and accidents and health insurance in the PRC. As at 31 December 2018, the Company had approximately 285 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. The Company also provides both individual and group accident and short-term health insurance policies and services.

The table below sets out the audit key financial information of the Group for the two years ended 31 December 2018 as extracted from the Company’s annual report for the year ended 31 December 2018 (the “2018 Annual Report”) and the unaudited key financial information of the Group for the six months ended 30 June 2018 and 2019 as extracted from the Company’s interim report for the six months ended 30 June 2019 (the “2019 Interim Report”):

– 46 –

Financial performance of the Group

According to the 2018 Annual Report, the revenue of the Group for the year ended 31 December 2018 was approximately RMB627,419 million, representing a slightly decrease of approximately 2.5% as compared with that of approximately RMB643,355 million for the year ended 31 December 2017. Life insurance business was the largest business segment of the Group which accounted for approximately 82.8% and 85.7% of the total revenue for the year ended 31 December 2018 and 31 December 2017, respectively.

According to the 2018 Annual Report, the macro environment in 2018 was complicated and volatile, and the restructuring of the insurance sector exceeded expectation in terms of both the depth and the breath. Due to the combined effects of multiple factors, the development of the PRC life insurance industry was under pressure. The Group’s gross written premiums amounted to approximately RMB535,826 million for the year ended 31 December 2018, representing a year-on-year increase of approximately 4.7%. The gross written premiums from the life insurance business of the Group amounted to approximately RMB437,540 million for the year ended 31 December 2018, representing a year-on-year increase of approximately 1.8%. Under the Group’s strategies on development of protection-oriented insurance businesses, gross written premiums from the health insurance business amounted to approximately RMB83,614 million for the year ended 31 December 2018, which indicated an increase of approximately 23.5% year-on-year, and gross written premiums from the accident insurance business were approximately RMB14,672 million for the year ended 31 December 2018, representing a year-to-year increase of approximately 1.6%. As at 31 December 2018, the embedded value of the Company reached approximately RMB795,052 million, representing an increase of approximately 8.3% from the end of 2017. The Group’s net investment income was approximately RMB133,017 million for the year ended 31 December 2018, representing an increase of approximately RMB3,078 million or 2.4% as compared with 2017. In particular, the yield-to-maturity of new fixed income investments increased significantly compared to the existing allocation, however, due to the impact of a decrease in dividends from funds, the net investment yield was 4.64%, represent a decrease of 0.28 percentage point from 2017.

– 47 –

According to the 2019 Interim Report, the revenue of the Group for the six months ended 30 June 2019 was approximately RMB448,221 million, representing an increase of approximately 11.6% as compared with that of approximately RMB401,690 million for the six months ended 30 June 2018. Life insurance business was the largest business segment of the Group which accounted for approximately 85.7% and 87.2% of the total revenue for the year ended 30 June 2019 and 30 June 2018, respectively.

According to the 2019 Interim Report, the Group’s gross written premiums amounted to approximately RMB377,976 million for the six months ended 30 June 2019, representing a year-on-year increase of approximately 4.9%. The gross written premiums from the life insurance business of the Company amounted to approximately RMB307,461 million for the six months ended 30 June 2019, representing a year-on-year increase of approximately 1.0%. Gross written premiums from the health insurance business amounted to approximately RMB62,416 million for the six months ended 30 June 2019, representing a year-on-year increase of approximately 29.8%. Gross written premiums from the accident insurance business amounted to approximately RMB8,099 million for the six months ended 30 June 2019, representing a year -on-year increase of approximately 0.6%. As at 30 June 2019, the embedded value of the Company reached approximately RMB886,804 million, representing an increase of 11.5% from the end of 2018. The value of half year ’s sales was approximately RMB34,569 million, representing an increase of 22.7% year-on-year. The Group’s net investment income was approximately RMB72,030 million for the six months ended 30 June 2019, representing an increase of 11.1% year-on-year. Given the low interest rate environment, the Group allocated to fixed income products and high-dividend stocks in advance by catching market opportunities and its net investment yield remained stable at 4.7%.

– 48 –

Financial position of the Group

Total assets and investment assets of the Group reached approximately RMB3,254,403 million and RMB3,104,014 million as at 31 December 2018 which representing an increase of approximately 12.3% and 12.7% year -on-year respectively as compared with approximately RMB2,897,591 million and RMB2,753,124 million as at 31 December 2017. The investment assets mainly consisted of fixed-maturity financial assets which amounted to approximately RMB2,094,289 million as at 31 December 2017 and RMB2,407,236 million as at 31 December 2018, contributed to approximately 76.1% and 77.6% of the Group’s total assets of the respective period.

Total liabilities of the Group increased from approximately RMB2,572,281 million as at 31 December 2017 to RMB2,931,113 million as at 31 December 2018, which representing an increase of approximately 13.9%. The insurance contract liabilities of the Group amounted to approximately RMB2,216,031 million as at 31 December 2018, contributed to approximately 75.6% of the Group’s total liabilities of the respective period.

Total assets and investment assets of the Group reached approximately RMB3,479,860 million and RMB3,304,129 million as at 30 June 2019 which representing an increase of approximately 6.9% and 6.4% respectively as compared with approximately RMB3,254,403 million and RMB3,104,014 million as at 31 December 2018. The investment assets mainly consisted of fixed-maturity financial assets which amounted to approximately RMB2,407,236 million as at 31 December 2018 and RMB2,505,534 million as at 30 June 2019, contributed to approximately 77.6% and 75.8% of the Group’s total assets of the respective period.

– 49 –

Total liabilities of the Group increased from approximately RMB2,931,113 million as at 31 December 2018 to RMB3,106,271 million as at 30 June 2019, which representing an increase of approximately 6.0%. The insurance contract liabilities of the Group amounted to approximately RMB2,457,077 million as at 30 June 2019, contributed to approximately 79.1% of the Group’s total liabilities of the respective period.

Pension Company is a non-wholly owned subsidiary of the Company owned as to 70.74% by the Company, 19.99% by AMP Life Limited (a subsidiary of AMP Limited), 4.41% by CLIC and 3.53% by AMC. Pension Company is principally engaged in group and individual pension insurance and annuity business, short-term medical insurance business, personal accident insurance, re-insurance in connection with the above insurance business, other fund applications permitted under the PRC laws and regulations and other business approved by CBIRC.

CLIC is a state-owned enterprise established under the laws of the PRC and is the controlling shareholder of the Company, currently holding 19,323,530,000 shares of the Company, representing 68.37% of the issued share capital of the Company, and is a connected person of the Company. CLIC offers insurance policies to groups and individuals, which are managed by the Company under the policy management agreements.

CLP&C is a non-wholly owned subsidiary of CLIC owned as to 60% by CLIC and 40% by the Company. CLP&C is principally engaged in insurance business and its scope of business includes: property and casualty insurance, liability insurance, credit and guarantee insurance, short-term health insurance and accidental injury insurance, re-insurance in connection with the above insurance businesses, insurance fund application business permitted under the PRC laws and regulations and other businesses approved by CBIRC.

– 50 –

CLI is a company established under the laws of the PRC with limited liability and is primarily engaged in the businesses of investment, investment management and asset management. It has a registered capital of RMB3,700 million.

AMP is a fund management company approved by the CSRC. AMP is a company established by AMC and AMP Capital on 29 October 2013 with a registered capital of RMB1,288 million. It is currently owned as to 85.03% and 14.97% by AMC and AMP Capital, respectively. AMC is a 60%-owned subsidiary of the Company and the business scope of AMP includes fund raising, fund sale, asset management and other business permitted by the CSRC.

AMP enjoys a very strong shareholder background notwithstanding that it has relatively short history of operations. Currently, AMP has obtained the business qualifications in relation to the management of public funds, asset management for specific clients and qualified domestic institutional investors, etc. Assets under the management of AMP have developed rapidly since its foundations. According to the website of Morningstar (www.cn.morningstar.com), AMP managed a total of 50 public fund products, with product type covering, among others, currency, bonds, indices, stock. AMP has established well-developed product lines, including money market funds, equity funds, bond funds, commingled funds, composite index funds and industry index funds, which enables it to offer more comprehensive and professional asset management services for various insurance companies.

On 27 December 2016, the Board resolved that each of the Company, Pension Company, CLIC and CLP&C entered into the 2016 Framework Agreements with AMP, respectively. On 20 December 2017, CLI entered into the 2017 CLI Framework Agreement with AMP. As stated in the announcement dated 22 August 2019, after expiry of the 2016 Framework Agreements and the 2017 CLI Framework Agreement, the Company, Pension Company, CLIC, CLP&C and CLI propose to continue the daily transactions with AMP, which include the subscription and redemption of fund products, sales agency services, asset management services, advisory services and/or other services.

– 51 –

We have discussed with the management of the Company and understand that it is normal for the insurance companies to manage their insurance products by constantly conducting subscription and redemption of fund products, which depends on the capital market conditions and performance of the respective fund products at the relevant times, to optimize the investment portfolio of their insurance products. As at 31 December 2018, the investment assets of the Group amounted to approximately RMB3,104,014 million, representing an increase of approximately 12.7% as compared with 2017. The investment assets of the Group reached approximately RMB3,304,129 million as at 30 June 2019, representing an increase of approximately 6.4% from the end of 2018.

Given the solid background of AMP in the fund management industry in the PRC, in particular its wide product offerings, the Directors believe that the investment by the Company and Pension Company in fund products managed by AMP will be conducive to the Group’s expansion of the types and scope of investments by insurance funds and the diversification of its fund investment portfolios. Comparing with fund products offered by other fund companies in the market, the Group is more familiar with the investment management ability of AMP and has a closer cooperative relationship with AMP, which will help enhance the efficiency of investments and facilitate the development of investment business among members of the Group. The investment by CLIC, CLP&C and CLI in fund products managed by AMP will diversify the investor portfolio of AMP, and increase the scale of assets under management by AMP and the management fee income of AMP.

In addition, AMP is an indirect non-wholly owned subsidiary of the Company owned as to 85.03% by AMC and 14.97% by AMP Capital, its results of operations hence will be consolidated to the financial statements of the Company. The subscription fee or redemption fee payable by the Company and Pension Company to AMP will be eliminated when preparing the consolidated financial statements of the Group. Therefore, the Group will be beneficial from lower transaction costs when subscribing or redeeming fund products of AMP on a group basis as compared to subscription and redemption of fund products by independent third parties.

– 52 –

As advised by the management of the Company, through the provision of sales agencies services to AMP, the Group can capture new business opportunities and generate new source of commission income. The sale of AMP fund products by the Company will diversity the Group’s product portfolio, offer more investment alternatives for its customers, increase the customer loyalty, promote the development of comprehensive financial business and help enhance the ability of sale agents in selling financial products, with a view to developing new businesses and broadening its income stream of the Group during its daily operations. In addition, AMP can rely on the extensive distribution network of the Group to promote its fund products through the sales agency services provided by the Group. The sale of AMP fund products by the Company can facilitate AMP’s expansion of the size of its managed assets and increase its operating profits, thus enhancing the profitability of the Group.

As set out in the Letter from the Board, the management of assets by AMP under the entrustment of the Listco Group and CLIC Group will be conducive to the consolidation of investment resources within the China Life system, and will also help AMP increase its experience in the provision of entrusted asset management services to entities outside the system. The development of AMP (an indirect non-wholly owned subsidiary of the Company) will be conducive to the overall business development of the Group, and will bring better investment returns for the shareholders of the Company.

According to the 2018 Annual Report and the 2019 Interim Report, the Company is one of the largest institutional investors in the PRC, and becomes one of the largest insurance asset management companies in the PRC through its controlling shareholding in AMC. Under the asset management services to be provided by AMP to the Listco Group and CLIC Group, AMP will invest and manage assets entrusted to it by the Listco Group and CLIC Group in accordance with the requirements of the applicable laws and regulations. Leveraging on the expertise in asset management of its shareholders, AMP Capital, the management of the Company believes the provision of asset management services by AMP can generally satisfy the asset management needs of the Listco Group and CLIC Group.

As set out in the Letter from the Board, through the mutual provision of advisory services between AMP and CLI, it would be mutually beneficial to AMP and CLI as the advisory services could (i) enhance the comprehensive investment capabilities of AMP and CLI; and (ii) promote innovations of their business model as well as to demonstrate their advantages and characteristics.

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The Company, Pension Company, CLP&C and CLI will conduct other daily transactions with AMP permitted by laws and regulations, including purchase of insurance products by AMP from the Company, Pension Company, CLP&C and CLI, leasing of assets, mutual provision of information system services and promotion and referral services, and mutual provision of other services as may be contemplated by the parties from time to time. As advised by the management of the Company, other daily transactions are mainly to facilitate the daily operations of AMP.

We have discussed with the management of the Company and are given to understand that the Listco Group Transactions and the CLIC Group Transactions are expected to be occurred on a continuing basis in the ordinary and usual course of business of the Group. It is expected that the arrangement for the transactions will continue and the entering into of the relevant framework agreements is to facilitate the transactions between the Listco Group and CLIC Group with AMP.

Based on the above, in particular that (i) it is the principal business of the Group to provide insurance products to its customers; (ii) the strong background and business prospects of AMP as set out in the paragraph headed “3. Background of AMP” in this letter; (iii) the subscription and redemption of funds of AMP will be conductive to the Group’s expansion of the types and scope of investments by insurance funds and the diversification of its fund portfolios; (iv) the sale of AMP fund products by the Company can facilitate AMP’s expansion of the size of its managed assets and increase its operating profits, thus enhancing the profitability of the Group; (v) the provision of asset management services by AMP can satisfy the asset management needs of the Listco Group and CLIC Group; (vi) the provision of advisory services can enhance the comprehensive investment capabilities of AMP and CLI and promote innovations of their business model as well as to demonstrate their advantages and characteristics; (vii) other daily transactions are mainly to facilitate the daily operations of AMP, we concur with the view of the Directors that the Listco Group Transactions and the CLIC Group Transactions are in the ordinary and usual course of business of the Group and that the entering of the relevant framework agreements in relation to the Listco Group Transactions and the CLIC Group Transactions is in the interest of the Company and the Shareholders as a whole.

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The parties will enter into the Company Framework Agreement, the Pension Company Framework Agreement, the CLIC Framework Agreement, the CLP&C Framework Agreement and the CLI Framework Agreement after the approval from the Independent Shareholders is obtained at the EGM.

Under the Company Framework Agreement, each of the Company will conduct certain daily transactions, including (i) subscription and redemption of fund products; (ii) sales agency services; (iii) asset management for specific clients; (iv) other daily transactions permitted by laws and regulations. The key terms thereof are set out below:

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Under the Pension Company Framework Agreement, the Pension Company will conduct certain daily transactions, including (i) subscription and redemption of fund products; (ii) asset management for specific clients; (iii) other daily transactions permitted by laws and regulations. The key terms thereof are set out below:

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Under the CLIC Framework Agreement, AMP and CLIC will conduct certain daily transactions, including (i) subscription and redemption of fund products; and (ii) private asset management. The key terms thereof are set out below:

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Under the CLP&C Framework Agreement, AMP and CLP&C will conduct certain daily transactions, including (i) subscription and redemption of fund products; (ii) asset management for specific clients; and (iii) other daily transactions permitted by laws and regulations. The key terms thereof are set out below:

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