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China Life Expands into Non-Life Insurance

China Life Expands into Non-Life Insurance

June 24, 2011 (Press Release) 中 國 人 壽 保 險 股 份 有 限 公 司 - CHINA LIFE INSURANCE COMPANY LIMITED (NYSE:LFC) - Announcement.


CAPITAL INJECTION TO CHINA LIFE PROPERTY AND CASUALTY INSURANCE COMPANY LIMITED

The Board wishes to announce that China Life Insurance Co. Ltd. (NYSE:LFC) and CLIC have entered into the Capital Injection Contract on 24 June 2011 with P&C Company whereby the Company and CLIC have agreed to inject further capital into P&C Company. Upon completion of the Capital Injection, P&C Company will continue to be held as to 60% and 40% by CLIC and the Company, respectively.

The Company holds 40% of the issued share capital of P&C Company. CLIC, the controlling shareholder of the Company, currently holds an approximate 68.37% of the issued share capital of the Company, and therefore is a connected person of the Company. As CLIC also holds 60% of the issued share capital of P&C Company, under Rule 14A.11(4) of the Listing Rules, P&C Company also constitutes a connected person of the Company. As such, the Capital Injection by the Company under the Capital Injection Contract constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given that the relevant applicable percentage ratios set out in the Listing Rules for the transaction contemplated under the Capital Injection Contract are less than 5% but more than 0.1%, the Capital Injection by the Company is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempted from the independent shareholders’ approval requirement.

Background

The Board wishes to announce that China Life Insurance Co. Ltd. (NYSE:LFC) and CLIC have entered into the Capital Injection Contract on 24 June 2011 with P&C Company whereby the Company and CLIC have agreed to inject further capital into P&C Company. Upon completion of the Capital Injection, P&C Company will continue to be held as to 60% and 40% by CLIC and the Company, respectively.

Capital Injection

China Life Insurance Co. Ltd. (NYSE:LFC) and CLIC have agreed to inject further capital into P&C Company. The total amount of capital to be injected by the Company and CLIC into P&C Company is RMB1.6 billion and RMB2.4 billion by the subscription of 1.6 billion shares and 2.4 billion shares at RMB1.00 per share, respectively.

Prior to the completion of the Capital Injection, the registered capital of P&C Company is RMB4 billion, held as to 40% by the Company and 60% by CLIC. Following the completion of the Capital Injection, the registered capital of P&C Company will be increased to RMB8 billion and will continue to be held as to 40% by the Company and 60% by CLIC. The total amount to be injected on pro rata basis by China Life Insurance Co. Ltd. (NYSE:LFC) and CLIC respectively is determined based on the capital requirement of P&C Company, taking into consideration the growth of P&C Company’s businesses.


Payment

The Company shall fulfill its payment obligation in full by cash. The cash payment will be financed by the Company’s internal resources. China Life Insurance Co. Ltd. (NYSE:LFC) shall fulfill its payment obligations within 5 Business Days from the receipt of a written payment notice from P&C Company.

REASONS FOR AND BENEFITS OF THE CAPITAL INJECTION

The Company believes that the Capital Injection will enable China Life Insurance Co. Ltd. (NYSE:LFC) to benefit from the rapidly growing non-life insurance market, to fully utilize the potential of its existing sales channels and to achieve effective deployment of the Company’s existing resources. Furthermore, the Capital Injection will enable the Company to enhance its competitiveness in the insurance market, diversify its business operations and expand its profit drivers, which are in line with the long-term development strategy of the Company.

The Directors (including the Independent Non-executive Directors) are of the view that the terms of the transactions contemplated under the Capital Injection Contract are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. As the former Director Mr. Yang Chao, and the current Directors Mr. Wan Feng, Mr. Miao Jianmin, Mr. Shi Guoqing and Ms. Zhuang Zuojin hold positions in CLIC and/or P&C Company, they have abstained from voting on the resolution in respect of the Capital Injection at the meeting of the Board.


LISTING RULES IMPLICATIONS

Before the Capital Injection, the Company holds 40% of the issued share capital of P&C Company. CLIC, the controlling shareholder of the Company, currently holds an approximate 68.37% of the issued share capital of the Company, and therefore is a connected person of the Company. As CLIC also holds 60% of the issued share capital of P&C Company, under Rule 14A.11(4) of the Listing Rules, P&C Company also constitutes a connected person of the Company. As such, the Capital Injection by the Company under the Capital Injection Contract constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given that the relevant applicable percentage ratios set out in the Listing Rules for the transaction contemplated under the Capital Injection Contract are less than 5% but more than 0.1%, the Capital Injection by the Company is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempted from the independent shareholders’ approval requirement.

By Order of the Board China Life Insurance Company Limited

Heng Kwoo Seng

Company Secretary

Hong Kong, 24 June 2011

 
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