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    2628   CNE1000002L3

CHINA LIFE INSURANCE COMPANY LIMITED

(2628)
  Report
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CHINA LIFE INSURANCE : Form 6-K)

06/30/2021 | 04:16pm EDT

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 atShareholders' 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.

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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

Disclaimer

China Life Insurance Co. Ltd. published this content on 30 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 20:15:26 UTC.


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Number of Analysts 25
Last Close Price 10,40 CNY
Average target price 15,59 CNY
Spread / Average Target 49,9%
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Managers and Directors
Heng Xuan Su President, CEO & Executive Director
Xiumei Huang CFO, Executive Director & Vice President
Yuzeng Jia Chairman-Supervisory Board
Bin Wang Chairman
Chongmiao Xu Compliance Officer & General Manager-Legal