EX-99.1 2 d63400dex991.htm EX-99.1 EX-99.1

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 ANNUAL GENERAL MEETING

ELECTION OF MEMBERS OF THE SEVENTH SESSION OF THE BOARD OF

DIRECTORS AND THE BOARD OF SUPERVISORS

CHANGE OF AUDITORS AND

DISTRIBUTION OF FINAL DIVIDEND

 

The board of directors (the “Board” or “Board of Directors”) of China Life Insurance Company Limited (the “Company”) announces the poll results in respect of the resolutions proposed at the annual general meeting held on Wednesday, 30 June 2021 (the “AGM” or “Meeting”). All resolutions were duly passed.

 

I.

VOTING RESULTS AT THE AGM

The AGM was held on Wednesday, 30 June 2021 at 10:00 a.m. at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China.

As at the date of the AGM, shareholders holding a total of 28,264,705,000 shares of the Company, representing 100% of the total issued shares of the Company, were entitled to attend and vote on the resolutions proposed at the AGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the AGM.

 

1

Shareholders and authorized proxies holding a total of 21,828,470,761 voting shares of the Company, representing 77.228724% of the total voting shares of the Company, attended the AGM. The voting at the Meeting was conducted by way of onsite voting and online voting, and was in compliance with the requirements 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》), and 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》), as well as the relevant provisions of the Articles of Association of the Company.

 

Total number of shareholders and authorized proxies attending the Meeting

      47  

including:    number of holders of A Shares

      46  

            number of holders of H Shares

      1  

Total number of shares with voting rights

      21,828,470,761  

including:        total number of shares held by holders of A Shares

      19,356,642,456  

                     total number of shares held by holders of H Shares

      2,471,828,305  

Percentage to the total number of shares with voting rights

      77.228724  

including:    percentage of shares held by holders of A Shares

      68.483441  

                     percentage of shares held by holders of H Shares

      8.745283  

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.

The Meeting was chaired by Mr. Wang Bin, the Chairman of the Board of Directors. Eight out of the nine Directors of the Company attended the Meeting, while Non-executive Director Mr. Yuan Changqing was unable to attend due to other business commitments. Two out of the four Supervisors of the Company attended the Meeting, while Mr. Han Bing and Ms. Wang Xiaoqing were unable to attend due to other business commitments. 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 AGM 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 report of the Board of Directors of the Company for the year 2020   Holders of A Shares     19,356,561,156       99.999580       33,500       0.000173       47,800       0.000247       19,356,642,456  
  Holders of H Shares     2,435,779,477       98.541613       14,099,710       0.570416       21,949,118       0.887971       2,471,828,305  
  Total     21,792,340,633       99.834482       14,133,210       0.064746       21,996,918       0.100772       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

2

   

To consider and approve the report of the Board of

Supervisors of the Company for the year 2020

   Holders of A Shares     19,356,561,256       99.999581       33,500       0.000173       47,700       0.000246       19,356,642,456  
  Holders of H Shares     2,435,777,052       98.541515       14,090,960       0.570062       21,960,293       0.888423       2,471,828,305  
  Total     21,792,338,308       99.834471       14,124,460       0.064707       22,007,993       0.100822       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

3

   

To consider and approve the financial report of the

Company for the year 2020

   Holders of A Shares     19,356,561,156       99.999580       33,500       0.000173       47,800       0.000247       19,356,642,456  
  Holders of H Shares     2,446,782,142       98.986735       3,055,575       0.123616       21,990,588       0.889649       2,471,828,305  
  Total     21,803,343,298       99.884887       3,089,075       0.014151       22,038,388       0.100962       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

4

    To consider and approve the profit distribution plan of the Company for the year 2020   Holders of A Shares     19,355,998,697       99.996674       642,759       0.003321       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,443,487,647       98.853454       13,025,625       0.526963       15,315,033       0.619583       2,471,828,305  
  Total     21,799,486,344       99.867217       13,668,384       0.062618       15,316,033       0.070165       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

5

    To consider and approve the remuneration of Directors and Supervisors of the Company   Holders of A Shares     19,356,189,841       99.997662       451,615       0.002333       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,420,131,945       97.908578       33,042,967       1.336782       18,653,393       0.754640       2,471,828,305  
  Total     21,776,321,786       99.761097       33,494,582       0.153444       18,654,393       0.085459       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

6

    To consider and approve the election of Mr. Wang Bin as an Executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,079,756       99.991927       1,506,700       0.007784       56,000       0.000289       19,356,642,456  
  Holders of H Shares     2,327,099,406       94.144864       99,249,773       4.015238       45,479,126       1.839898       2,471,828,305  
  Total     21,682,179,162       99.329813       100,756,473       0.461583       45,535,126       0.208604       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

 

3

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		  

7  

    To consider and approve the election of Mr. Su Hengxuan as an Executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,413,131       99.993649       1,228,325       0.006346       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,357,153,248       95.360719       71,652,279       2.898756       43,022,778       1.740525       2,471,828,305  
  Total     21,712,566,379       99.469022       72,880,604       0.333879       43,023,778       0.197099       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

8

    To consider and approve the election of Mr. Li Mingguang as an Executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,269,531       99.992907       1,371,925       0.007088       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,339,003,532       94.626456       89,806,995       3.633222       43,017,778       1.740322       2,471,828,305  
  Total     21,694,273,063       99.385217       91,178,920       0.417707       43,018,778       0.197076       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

9

    To consider and approve the election of Ms. Huang Xiumei as an Executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,394,231       99.993551       1,228,325       0.006346       19,900       0.000103       19,356,642,456  
  Holders of H Shares     2,346,106,967       94.913832       82,629,435       3.342847       43,091,903       1.743321       2,471,828,305  
  Total     21,701,501,198       99.418330       83,857,760       0.384167       43,111,803       0.197503       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

10

    To consider and approve the election of Mr. Yuan Changqing as a Non-executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,327,635,758       99.850146       28,931,698       0.149467       75,000       0.000387       19,356,642,456  
  Holders of H Shares     311,421,527       12.598833       2,107,592,127       85.264504       52,814,651       2.136663       2,471,828,305  
  Total     19,639,057,285       89.969918       2,136,523,825       9.787785       52,889,651       0.242297       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

11

    To consider and approve the election of Mr. Wu Shaohua as a Non-executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,262,631       99.992872       1,378,825       0.007123       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,332,555,714       94.365604       96,250,063       3.893882       43,022,528       1.740514       2,471,828,305  
  Total     21,687,818,345       99.355647       97,628,888       0.447255       43,023,528       0.197098       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

12

    To consider and approve the election of Mr. Sheng Hetai as a Non-executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,406,831       99.993617       1,234,625       0.006378       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,339,092,140       94.630041       89,718,127       3.629626       43,018,038       1.740333       2,471,828,305  
  Total     21,694,498,971       99.386252       90,952,752       0.416670       43,019,038       0.197078       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

13

    To consider and approve the election of Mr. Wang Junhui as a Non-executive Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,406,831       99.993617       1,234,625       0.006378       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,339,086,780       94.629824       89,719,937       3.629700       43,021,588       1.740476       2,471,828,305  
  Total     21,694,493,611       99.386228       90,954,562       0.416678       43,022,588       0.197094       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

 

4

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		  

14  

    To consider and approve the election of Mr. Tang Xin as an Independent Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,355,474,747       99.993967       1,166,709       0.006028       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,298,788,686       92.999529       126,126,741       5.102569       46,912,878       1.897902       2,471,828,305  
  Total     21,654,263,433       99.201926       127,293,450       0.583153       46,913,878       0.214921       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

15

    To consider and approve the election of Ms. Leung Oi- Sie Elsie as an Independent Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,356,392,040       99.998706       249,516       0.001289       900       0.000005       19,356,642,456  
  Holders of H Shares     2,393,224,591       96.820017       35,594,571       1.440010       43,009,143       1.739973       2,471,828,305  
  Total     21,749,616,631       99.638756       35,844,087       0.164208       43,010,043       0.197036       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

16

    To consider and approve the election of Mr. Lam Chi Kuen as an Independent Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,356,607,356       99.999819       34,100       0.000176       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,411,687,928       97.566968       17,128,609       0.692953       43,011,768       1.740079       2,471,828,305  
  Total     21,768,295,284       99.724326       17,162,709       0.078625       43,012,768       0.197049       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

17

    To consider and approve the election of Mr. Zhai Haitao as an Independent Director of the seventh session of the Board of Directors of the Company   Holders of A Shares     19,356,419,540       99.998848       221,916       0.001147       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,397,909,927       97.009567       30,887,040       1.249562       43,031,338       1.740871       2,471,828,305  
  Total     21,754,329,467       99.660346       31,108,956       0.142515       43,032,338       0.197139       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

18

    To consider and approve the election of Mr. Jia Yuzeng as a Non-employee Representative Supervisor of the seventh session of the Board of Supervisors of the Company   Holders of A Shares     19,354,404,913       99.988440       2,236,543       0.011555       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,299,291,391       93.019867       127,609,451       5.162553       44,927,463       1.817580       2,471,828,305  
  Total     21,653,696,304       99.199328       129,845,994       0.594847       44,928,463       0.205825       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

19

    To consider and approve the election of Mr. Han Bing as a Non-employee Representative Supervisor of the seventh session of the Board of Supervisors of the Company   Holders of A Shares     19,355,897,770       99.996153       743,686       0.003842       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,376,556,352       96.145689       50,345,990       2.036791       44,925,963       1.817520       2,471,828,305  
  Total     21,732,454,122       99.560131       51,089,676       0.234051       44,926,963       0.205818       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

20

    To consider and approve the election of Mr. Niu Kailong as a Non-employee Representative Supervisor of the seventh session of the Board of Supervisors of the Company   Holders of A Shares     19,354,404,313       99.988437       2,237,143       0.011558       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,293,270,081       92.776269       133,631,546       5.406183       44,926,678       1.817548       2,471,828,305  
  Total     21,647,674,394       99.171741       135,868,689       0.622438       44,927,678       0.205821       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

 

5

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		  

21  

    To consider and approve the renewal by the Company of liability insurance for Directors, Supervisors and senior management   Holders of A Shares     19,356,546,356       99.999504       48,700       0.000251       47,400       0.000245       19,356,642,456  
  Holders of H Shares     2,436,613,547       98.575356       13,160,020       0.532400       22,054,738       0.892244       2,471,828,305  
  Total     21,793,159,903       99.838235       13,208,720       0.060511       22,102,138       0.101254       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

22

    To consider and approve the continued donations by the Company to China Life Foundation   Holders of A Shares     19,356,607,956       99.999822       33,500       0.000173       1,000       0.000005       19,356,642,456  
  Holders of H Shares     2,455,491,542       99.339082       979,020       0.039607       15,357,743       0.621311       2,471,828,305  
  Total     21,812,099,498       99.925000       1,012,520       0.004639       15,358,743       0.070361       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

As a supplemental ordinary resolution

 

23

   

To consider and approve the appointment of auditors

of the Company for the year 2021, and to authorize the

Board of Directors to determine their remuneration

   Holders of A Shares     19,356,607,856       99.999821       33,500       0.000173       1,100       0.000006       19,356,642,456  
  Holders of H Shares     2,453,833,472       99.272003       2,474,815       0.100121       15,520,018       0.627876       2,471,828,305  
  Total     21,810,441,328       99.917404       2,508,315       0.011491       15,521,118       0.071105       21,828,470,761  
   The resolution was duly passed as an ordinary resolution.

 

As a supplemental special resolution

 

24

    To grant a general mandate to the Board of Directors of the Company to allot, issue and deal with new H Shares of the Company of an amount of not more than 20% of the H Shares in issue as at the date of passing of this special resolution   Holders of A Shares     19,336,801,751       99.897499       19,840,205       0.102498       500       0.000003       19,356,642,456  
  Holders of H Shares     569,381,471       23.034831       1,884,975,966       76.258370       17,470,868       0.706799       2,471,828,305  
  Total     19,906,183,222       91.193668       1,904,816,171       8.726293       17,471,368       0.080039       21,828,470,761  
   The resolution was duly passed as a special resolution.

 

Received relevant reports

 

   To receive the duty report of the Independent Directors of the Company for the year 2020  
   To receive the report on the overall status of connected transactions of the Company for the year 2020  

 

6

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 Resolutions No. 3 to No. 17 and No. 23 proposed at the AGM as follows:

 

Resolutions

   

For

   

Against

   

Abstain

  

No. of

Shares Voted

   

Percentage

%

   

No. of

Shares Voted

   

Percentage

%

   

No. of

Shares Voted

   

Percentage

%

As ordinary resolutions

3  

    To consider and approve the financial report of the Company for the year 2020    33,031,156    99.754473    33,500    0.101170    47,800    0.144357

4

   

To consider and approve the profit distribution plan of the Company for the year

2020

    32,468,697    98.055840    642,759    1.941140    1,000    0.003020

5

   

To consider and approve the remuneration of

Directors and Supervisors of the Company

    32,659,841    98.633097    451,615    1.363883    1,000    0.003020

6

    To consider and approve the election of Mr. Wang Bin as an Executive Director of the seventh session of the Board of Directors of the Company    31,549,756    95.280628    1,506,700    4.550251    56,000    0.169121

7

    To consider and approve the election of Mr. Su Hengxuan as an Executive Director of the seventh session of the Board of Directors of the Company    31,883,131    96.287424    1,228,325    3.709556    1,000    0.003020

8

    To consider and approve the election of Mr. Li Mingguang as an Executive Director of the seventh session of the Board of Directors of the Company    31,739,531    95.853751    1,371,925    4.143229    1,000    0.003020

9

    To consider and approve the election of Ms. Huang Xiumei as an Executive Director of the seventh session of the Board of Directors of the Company    31,864,231    96.230346    1,228,325    3.709556    19,900    0.060098

10

    To consider and approve the election of Mr. Yuan Changqing as a Non-executive Director of the seventh session of the Board of Directors of the Company    4,105,758    12.399437    28,931,698    87.374062    75,000    0.226501

11

    To consider and approve the election of Mr. Wu Shaohua as a Non-executive Director of the seventh session of the Board of Directors of the Company    31,732,631    95.832913    1,378,825    4.164067    1,000    0.003020

 

7

Resolutions

   

For

   

Against

   

Abstain

  

No. of

Shares Voted

   

Percentage

%

   

No. of

Shares Voted

   

Percentage

%

   

No. of

Shares Voted

   

Percentage

%

12  

    To consider and approve the election of Mr. Sheng Hetai as a Non-executive Director of the seventh session of the Board of Directors of the Company    31,876,831    96.268398    1,234,625    3.728582    1,000    0.003020

13

    To consider and approve the election of Mr. Wang Junhui as a Non-executive Director of the seventh session of the Board of Directors of the Company    31,876,831    96.268398    1,234,625    3.728582    1,000    0.003020

14

    To consider and approve the election of Mr. Tang Xin as an Independent Director of the seventh session of the Board of Directors of the Company    31,944,747    96.473505    1,166,709    3.523475    1,000    0.003020

15

    To consider and approve the election of Ms. Leung Oi-Sie Elsie as an Independent Director of the seventh session of the Board of Directors of the Company    32,862,040    99.243741    249,516    0.753541    900    0.002718

16

    To consider and approve the election of Mr. Lam Chi Kuen as an Independent Director of the seventh session of the Board of Directors of the Company    33,077,356    99.893998    34,100    0.102982    1,000    0.003020

17

    To consider and approve the election of Mr. Zhai Haitao as an Independent Director of the seventh session of the Board of Directors of the Company    32,889,540    99.326791    221,916    0.670189    1,000    0.003020

23

    To consider and approve the appointment of auditors of the Company for the year 2021, and to authorize the Board of Directors to determine their remuneration    33,077,856    99.895508    33,500    0.101170    1,100    0.003322

The full text of Resolutions No. 1 to No. 22 is set out in the circular and notice of the AGM dated 16 April 2021, and the full text of Resolutions No. 23 to No. 24 is set out in the supplemental circular and supplemental notice of the AGM dated 26 May 2021.

Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, in conjunction with King & Wood Mallesons, the Company’s PRC legal advisers, acted as scrutineers for the vote-taking at the AGM.

 

8

II.

ELECTION OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY

Following the approval by the shareholders of the Company at the AGM, Mr. Wang Bin, Mr. Su Hengxuan, Mr. Li Mingguang and Ms. Huang Xiumei have been elected as Executive Directors of the seventh session of the Board of Directors, Mr. Yuan Changqing, Mr. Wu Shaohua, Mr. Sheng Hetai and Mr. Wang Junhui have been elected as Non-executive Directors of the seventh session of the Board of Directors, and Mr. Tang Xin, Ms. Leung Oi-Sie Elsie, Mr. Lam Chi Kuen and Mr. Zhai Haitao have been elected as Independent Directors of the seventh session of the Board of Directors. The qualifications of Ms. Huang Xiumei, Mr. Wu Shaohua, Mr. Sheng Hetai and Mr. Zhai Haitao as Directors are subject to the approval of the China Banking and Insurance Regulatory Commission (the “CBIRC”).

Please refer to the circular of the AGM dated 16 April 2021 for the biographical details of the above Directors.

Mr. Robinson Drake Pike, an Independent Director of the sixth session of the Board of Directors, whose term of office ended upon expiry of the term of the sixth session of the Board of Directors, retired as an Independent Director of the Company upon conclusion of the AGM. Since the retirement of Mr. Robinson Drake Pike will result in the number of Independent Directors on the Board of Directors falling below the minimum number required by the relevant regulations and the Articles of Association of the Company, Mr. Robinson Drake Pike will continue to perform his duties as an Independent Director and relevant duties as the chairman and member of various Board committees until the qualification of Mr. Zhai Haitao is approved by the CBIRC.

Mr. Robinson Drake Pike has confirmed that he has no disagreement with the Board of Directors and there are no other matters relating to his retirement that need to be brought to the attention of the shareholders of the Company.

 

9

III.

APPOINTMENT OF MEMBERS OF THE SPECIAL COMMITTEES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY

At a meeting of the Board of Directors of the Company held on 30 June 2021, Mr. Wang Bin was elected as the Chairman of the seventh session of the Board of Directors. The Board of Directors also appointed members of the five special committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee and the Connected Transactions Control Committee of the seventh session of the Board of Directors. The members of each of the special committees are as follows:

Audit Committee

Mr. Zhai Haitao (1) (Chairman)

Mr. Lam Chi Kuen

Mr. Tang Xin

Risk Management and Consumer Rights Protection Committee

Ms. Leung Oi-Sie Elsie (Chairman)

Mr. Li Mingguang

Mr. Wu Shaohua (2)

Mr. Sheng Hetai (2)

Mr. Wang Junhui

Mr. Tang Xin

Connected Transactions Control Committee

Mr. Tang Xin (Chairman)

Ms. Leung Oi-Sie Elsie

Mr. Lam Chi Kuen

Mr. Zhai Haitao (1)

Nomination and Remuneration Committee

Mr. Tang Xin (Chairman)

Mr. Yuan Changqing

Mr. Zhai Haitao (1)

Strategy and Assets and Liabilities Management Committee

Mr. Lam Chi Kuen (Chairman)

Mr. Su Hengxuan

Ms. Huang Xiumei (2)

Mr. Wang Junhui

Ms. Leung Oi-Sie Elsie

 

 

Notes:

 

(1)

Mr. Zhai Haitao will start to perform his duties in the special committees of the Board of Directors after his qualification for serving as a Director is approved by the CBIRC. Before that, Mr. Robinson Drake Pike will continue to perform his duties as the chairman or member of the relevant special committees of the Board of Directors.

(2)

Ms. Huang Xiumei, Mr. Wu Shaohua and Mr. Sheng Hetai will start to perform their duties in the special committees of the Board of Directors after their qualifications for serving as Directors are approved by the CBIRC.

 

10

IV.

ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY

Following the approval by the shareholders of the Company at the AGM, Mr. Jia Yuzeng, Mr. Han Bing and Mr. Niu Kailong have been elected as Non-employee Representative Supervisors of the seventh session of the Board of Supervisors. The qualification of Mr. Niu Kailong as a Supervisor is subject to the approval of the CBIRC.

Please refer to the circular of the AGM dated 16 April 2021 for the biographical details of the above Non-employee Representative Supervisors.

 

V.

CHANGE OF AUDITORS

Ernst & Young Hua Ming LLP and Ernst & Young (the “Retired Auditors”) have retired as the auditors of the Company upon conclusion of the AGM. The Retired Auditors have confirmed that there are no matters relating to their retirement that need to be brought to the attention of the shareholders of the Company. The Board of Directors has also confirmed that the Company has no disagreement or unresolved matters with the Retired Auditors, and is not aware of any matters that need to be brought to the attention of the shareholders of the Company.

Following the approval by the shareholders of the Company at the AGM, PricewaterhouseCoopers Zhong Tian LLP has been appointed as the PRC auditor and the auditor for the Form 20-F of the Company to be filed with U.S. Securities and Exchange Commission for the year 2021, and PricewaterhouseCoopers has been appointed as the Hong Kong auditor of the Company for the year 2021.

 

VI.

DISTRIBUTION OF FINAL DIVIDEND

The Company will distribute a final dividend (the “Final Dividend”) of RMB0.64 per share (equivalent to HK$0.76833 per share) (inclusive of tax) for the year ended 31 December 2020 to holders of H Shares whose names appear on the H Share register of members of the Company on Wednesday, 14 July 2021. According to the Articles of Association of the Company, the Final Dividend will be denominated and declared in Renminbi, and the Final Dividend on H Shares will be paid in Hong Kong dollars. The relevant exchange rate is RMB0.83297: HK$1.00, being the average closing rate of Renminbi to Hong Kong dollars as announced by the People’s Bank of China for the week prior to the date of declaration of the Final Dividend by the AGM.

 

11

The H Share register of members of the Company will be closed from Friday, 9 July 2021 to Wednesday, 14 July 2021 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to the Final Dividend, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 8 July 2021.

The Company has appointed Computershare Hong Kong Trustees Limited as the receiving agent in Hong Kong (the “Receiving Agent”) and will pay to the Receiving Agent the Final Dividend declared for payment to holders of H Shares. It is expected that the Final Dividend will be distributed by the Receiving Agent on Thursday, 26 August 2021. Relevant cheques will be dispatched to holders of H Shares entitled to receive the Final Dividend by ordinary post at their own risk.

 

VII.

WITHHOLDING AND PAYMENT OF INCOME TAX

Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Shareholders

According to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企 業所得稅 法》) and its implementation regulations which came into effect on 1 January 2008 and were amended on 29 December 2018 and other relevant rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% before distributing the Final Dividend to non-resident enterprise shareholders as appearing on the H Share register of members of the Company. Any shares registered in the names of non-individual shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax.

Withholding and Payment of Individual Income Tax for Individual Foreign Shareholders

Pursuant to the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國 個人所得稅法》) and its implementation regulations and other relevant rules and regulations, the Company is required to withhold and pay individual income tax before distributing the Final Dividend to individual shareholders as appearing on the H Share register of members of the Company (the “Individual H Shareholders”). However, the Individual H Shareholders may be entitled to certain tax preferential treatments pursuant to the tax treaties between the PRC and the countries (regions) in which the Individual H Shareholders are domiciled and the tax arrangements between Mainland China and Hong Kong (Macau). In this regard, the Company will implement the following arrangements in relation to the withholding and payment of individual income tax for the Individual H Shareholders:

 

  •  

For Individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the Individual H Shareholders in the distribution of the Final Dividend;

 

12

  •  

For Individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the Individual H Shareholders in the distribution of the Final Dividend;

 

  •  

For Individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of the Final Dividend;

 

  •  

For Individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the Individual H Shareholders in the distribution of the Final Dividend.

If Individual H Shareholders consider that the tax rate adopted by the Company for the withholding and payment of individual income tax on their behalf is not the same as the tax rate stipulated in any tax treaties between the PRC and the countries (regions) in which they are domiciled, please submit promptly to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, a letter of entrustment and all application materials showing that they are residents of a country (region) which has entered into a tax treaty with the PRC. The Company will then submit the above documents to competent tax authorities who will proceed with the subsequent tax related arrangements.

 

VIII.

PROFIT DISTRIBUTION TO HONG KONG INVESTORS INVESTING IN A SHARES VIA THE SHANGHAI STOCK CONNECT PROGRAM

For Hong Kong investors (including enterprises and individuals) investing in the Company’s A Shares via the Shanghai Stock Connect Program, the Final Dividend will be distributed in Renminbi by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The Company will withhold and pay income tax at the rate of 10% on behalf of those investors. For investors via the Shanghai Stock Connect Program who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, those enterprises or individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate under such tax treaty will be refunded. The record date and the date of distribution of the Final Dividend and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the holders of A Shares of the Company. The Final Dividend is expected to be paid by Thursday, 15 July 2021 to the holders of A Shares whose names appear on the A Share register of members of the Company on Wednesday, 14 July 2021. The Company will announce separately the details of the arrangements regarding the distribution of the Final Dividend to the holders of A Shares.

 

13

IX.

PROFIT DISTRIBUTION TO MAINLAND INVESTORS INVESTING IN H SHARES VIA THE HONG KONG STOCK CONNECT PROGRAM

For Shanghai and Shenzhen investors (including enterprises and individuals) investing in the Company’s H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominees of the holders of H Shares for investors via the Hong Kong Stock Connect Program, will receive the Final Dividend distributed by the Company and distribute such Final Dividend to the relevant investors through its depositary and clearing system. The Final Dividend to be distributed to the investors of H Shares via the Hong Kong Stock Connect Program will be paid in Renminbi. The record date for investors of H Shares via the Hong Kong Stock Connect Program will be the same as that for the holders of H Shares of the Company. The Final Dividend is expected to be paid on Tuesday, 31 August 2021 to the investors of H Shares via the Hong Kong Stock Connect Program. Pursuant to the Notice on Relevant Taxation Policies Concerning the Pilot Inter-connected Mechanism for Trading on the Shanghai Stock Market and the Hong Kong Stock Market (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通 知》（財稅 [2014]81 號）) promulgated on 17 November 2014, the Notice on Relevant Taxation Policies Concerning the Pilot Inter-connected Mechanism for Trading on the Shenzhen Stock Market and the Hong Kong Stock Market (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政 策的通 知》（財稅 [2016]127 號）) promulgated on 5 December 2016, the Notice of the Ministry of Finance, the State Administration of Taxation and the China Securities Regulatory Commission on Continuing to Implement the Relevant Individual Income Tax Policy Concerning the Inter-connected Mechanism for Trading on the Shanghai Stock Market and the Hong Kong Stock Market (Cai Shui [2017] No. 78) (《財 政 部、稅 務總 局、證監 會關 於繼 續 執行 滬港 股票 市場 交易 互 聯互 通機 制有關個人所得稅政策的通 知》（財稅 [2017]78 號）) promulgated on 17 November 2017, and the Announcement on Continuing to Implement the Relevant Individual Income Tax Policies on the Inter- connected Mechanisms for Trading on the Shanghai and Hong Kong Stock Markets and for Trading on the Shenzhen and Hong Kong Stock Markets and on the Mutual Recognition of Funds between the Mainland and Hong Kong (Announcement No. 93 in 2019 of the Ministry of Finance, the State Administration of Taxation and the China Securities Regulatory Commission) (《關於繼續執行滬 港、深港股票市場交易互聯互通機制和內地與香港基金互認有關個人所得稅政策的公 告》（財政 部、稅務總 局、證監會公告 2019 年第 93 號）) promulgated on 5 December 2019:

 

  •  

For Mainland individual investors who invest in the H Shares of the Company via the Hong Kong Stock Connect Program, the Company will withhold individual income tax at the rate of 20% in the distribution of the Final Dividend. Individual investors may, by producing valid tax payment proofs, apply to the competent tax authority of China Securities Depository and Clearing Corporation Limited for tax refund relating to the withholding tax already paid abroad. For Mainland securities investment funds that invest in the H Shares of the Company via the Hong Kong Stock Connect Program, the Company will withhold individual income tax in the distribution of the Final Dividend pursuant to the above provisions;

 

14

  •  

For Mainland enterprise investors that invest in the H Shares of the Company via the Hong Kong Stock Connect Program, the Company will not withhold income tax in the distribution of the Final Dividend and the Mainland enterprise investors shall file the tax returns on their own.

By Order of the Board

China Life Insurance Company Limited

Heng Victor Ja Wei

Company Secretary

Hong Kong, 30 June 2021

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

 

Executive Directors:    Wang Bin, Su Hengxuan, Li Mingguang
Non-executive Directors:    Yuan Changqing, Wang Junhui
Independent Non-executive Directors:    Robinson Drake Pike, Tang Xin, Leung Oi-Sie Elsie, Lam Chi Kuen

 

15