THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplemental circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Life Insurance Company Limited, you should at once hand this supplemental circular and the accompanying supplemental proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.
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)
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS
AND
SUPPLEMENTAL NOTICE OF THE FIRST
EXTRAORDINARY GENERAL MEETING 2021
Independent Financial Adviser to the
Independent Board Committee and the Independent Shareholders
SOMERLEY CAPITAL LIMITED
This supplemental circular should be read in conjunction with the EGM Circular of the Company dated 29 September 2021.
The EGM of the Company will be held as originally scheduled at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China, on Thursday, 16 December 2021 at 9:30 a.m. The supplemental notice of the EGM is set out on pages 18 to 19 of this supplemental circular.
The supplemental proxy form of the EGM is enclosed to this supplemental circular. For holders of H Shares, the supplemental 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 supplemental proxy form, together with the notarized power of attorney authorizing execution of the supplemental 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 9:30 a.m. on 15 December 2021) or any adjourned meeting thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.
In the interest of all shareholders' health and safety and in order to prevent and control the spread of COVID-19, the Company reminds all shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person, by completing and returning the proxy form attached to the EGM Circular and the supplemental proxy form attached to this supplemental circular.
30 November 2021
TABLE OF CONTENTS | ||
Pages | ||
DEFINITIONS | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
SUPPLEMENTAL NOTICE OF THE FIRST | ||
EXTRAORDINARY GENERAL MEETING 2021 . . . . . . . . . . . . . . . . . . . . . . . . . | 18 | |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . | 20 | |
LETTER FROM SOMERLEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 21 | |
APPENDIX | − GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . | 39 |
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DEFINITIONS
In this supplemental circular, unless the context otherwise requires, the following expressions have the following meanings:
"A Share(s)" | domestic share(s) of RMB1.00 each in the share capital |
of the Company which are listed on the Shanghai | |
Stock Exchange and traded in RMB | |
"associate(s)" | has the meaning given to it under the Listing Rules |
"Board" or "Board of Directors" | the board of Directors of the Company |
"CBIRC" | China Banking and Insurance Regulatory |
Commission | |
"CLI" | 國壽投資保險資產管理有限公司 (China Life Investment |
Management Company Limited), a company established | |
under the laws of the PRC with limited liability and a | |
wholly-owned subsidiary of CLIC | |
"CLIC" | 中國人壽保險(集團)公司 (China Life Insurance |
(Group) Company), a state-owned enterprise established | |
under the laws of the PRC and the controlling | |
shareholder of the Company | |
"Company" | China Life Insurance Company Limited, a joint stock |
limited liability company incorporated in the PRC | |
"connected person" | has the meaning given to it under the Listing Rules |
"controlling shareholder" | has the meaning given to it under the Listing Rules |
"Director(s)" | director(s) of the Company |
"EGM" or "Extraordinary General | the first extraordinary general meeting 2021 of the |
Meeting" | Company to be held on Thursday, 16 December 2021 at |
9:30 a.m. at Multi-function Hall, 2/F, Block A, China Life | |
Plaza, 16 Financial Street, Xicheng District, Beijing, China | |
"EGM Circular" | the circular of the Company dated 29 September 2021 in |
relation to the matters to be considered and approved at | |
the EGM | |
"EGM Notice" | the notice of the EGM dated 29 September 2021 |
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DEFINITIONS | |
"EGM Proxy Form" | the proxy form issued by the Company along with the |
EGM Circular and the EGM Notice | |
"equity" | any equity or investment interest of a limited liability |
company or a joint stock limited liability company | |
whose shares are not listed on any securities exchange | |
and which is legally established and registered within | |
or outside the PRC | |
"equity/real estate funds" | any fund that has a clear investment strategy and |
makes portfolio investment or any equity or real | |
estate fund established for the purpose of investing in | |
specific underlying assets, including existing | |
equity/real estate funds, as well as new equity/real | |
estate funds established by subsidiaries of CLI and of | |
which subsidiaries of CLI act as the general partner or | |
fund manager | |
"Existing Agreement" | the Entrusted Investment and Management Agreement for |
Alternative Investments with Insurance Funds entered | |
into between the Company and CLI on 31 December | |
2018, which will expire on 31 December 2021 | |
"Existing Projects" | the existing projects already entrusted by the |
Company to CLI for investment and management and | |
the Company's interests in which have not been | |
disposed of as of the effective date of the New | |
Agreement, including equity/real estate direct | |
investments, equity/real estate funds, non-standard | |
financial products and quasi-securitization financial | |
products | |
"Group" | the Company and its subsidiaries |
"H Share(s)" | overseas listed foreign share(s) of RMB1.00 each in the |
share capital of the Company which are listed on the | |
Stock Exchange and traded in Hong Kong dollars | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"Independent Board | the independent board committee of the Company |
Committee" | formed to consider the transactions under the |
New Agreement, comprising all independent | |
non-executive Directors, namely, Tang Xin, Leung | |
Oi-Sie Elsie, Lam Chi Kuen and Zhai Haitao |
- 2 -
DEFINITIONS | |
"Independent Financial | Somerley Capital Limited, a corporation licensed to |
Adviser" or "Somerley" | carry out business in Type 1 (dealing in securities) |
and Type 6 (advising on corporate finance) regulated | |
activities under the SFO, which has been appointed as | |
the independent financial adviser to advise the | |
Independent Board Committee and the Independent | |
Shareholders in respect of the transactions under the | |
New Agreement | |
"Independent Shareholders" | shareholders of the Company other than CLIC |
"Investment and | the investment and management by CLI, on a |
Management Services" | discretionary basis, of the assets entrusted to it by the |
Company in accordance with the New Agreement | |
"Latest Practicable Date" | 24 November 2021, being the latest practicable date |
prior to the printing of this supplemental circular for | |
ascertaining certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
Stock Exchange | |
"New Agreement" | the Agreement for Entrusted Investment and Management |
and Operating Services with respect to Alternative | |
Investments with Insurance Funds to be entered into | |
between the Company and CLI | |
"New Projects" | the new projects entrusted by the Company to CLI for |
investment and management in accordance with the | |
New Agreement, including non-standard financial | |
products and quasi-securitization financial products | |
"non-standard financial | any non-standard financial products, the underlying |
products" | assets of which are non-financial securities assets |
approved by CLI, such as equity and real estate, | |
including the debt investment schemes, equity | |
investment plans, asset-backed plans, collective fund | |
trust plans of trust companies and debt-to-equity | |
swap investment schemes established and issued by | |
CLI or of which CLI has participated in the | |
establishment and issuance, as well as other financial | |
products invested with insurance funds under | |
entrustment as permitted by the Regulatory | |
Authorities recognized by the parties |
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China Life Insurance Co. Ltd. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 05:50:02 UTC.